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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, October 2, 2019, Vol. 20, No. 197

                           Headlines



B E L G I U M

NYRSTAR NV: S&P Withdraws 'SD' Issuer Credit Rating


C R O A T I A

ZAGREB: S&P Affirms 'BB' LT Issuer Credit Rating, Outlook Stable


F R A N C E

AUTONORIA 2019: S&P Assigns B-(sf) Rating on Class F-Dfrd Notes
OBOL FRANCE 3: S&P Alters Outlook to Neg. on Risk to Deleveraging


G E R M A N Y

FRESHWORLD HOLDING III: Fitch Assigns 'B' IDR, Outlook Stable
K+S AG: S&P Lowers ICR to 'BB-' on Continued Slow Deleveraging
METRO AG: Moody's Confirms Ba1 CFR & Alters Outlook to Stable
SAFARI BETEILIGUNGS: S&P Lowers ICR to 'B-', Outlook Stable


I R E L A N D

ALFA BOND: Fitch Assigns BB(EXP) Rating on Upcoming Sub. Eurobonds
ENERGIA GROUP: Fitch Alters Outlook on B+ LT IDR to Stable
HARVEST CLO XVII: Moody's Gives (P)B3 Rating to Class F-R Notes
HARVEST CLO XVII: S&P Assigns Prelim. B- (sf) Rating on F-R Notes
NORTHWOODS CAPITAL 19: S&P Assigns Prelim B-(sf) Rating on F Notes



I T A L Y

ALMAVIVA SPA: S&P Cuts ICR to 'B' on Weak Domestic CRM Operations
BANCA CARIGE: Fitch Alters Outlook on CCC LT IDR to Positive
UNIPOL BANCA: Fitch Withdraws BB LT IDR on BPER Banca Merger Deal


L U X E M B O U R G

FLINT HOLDCO: S&P Lowers ICR to 'CCC+' on Refinancing Risks


N E T H E R L A N D S

BRIGHT BIDCO: Moody's Lowers CFR to Caa1 & Alters Outlook to Neg.
KETER GROUP: S&P Lowers ICR to 'CCC+' on High Debt Leverage


S E R B I A

SERBIA: Fitch Raises LongTerm IDRs to BB+, Outlook Stable


S L O V E N I A

ADRIA AIRWAYS: Fraport to Replace Most Flights Lost in Collapse


T U R K E Y

GARANTI BBVA: S&P Withdraws 'B+' Long-Term Issuer Credit Rating


U K R A I N E

UKRAINE: S&P Hikes Global Scale Sovereign Rating to 'B'


U N I T E D   K I N G D O M

ATNAHS PHARMA: S&P Assigns 'B-' Long-Term Issuer Credit Rating
FINSBURY SQUARE 2019-3: Fitch to Rate Class F Notes 'CCC(EXP)'
HARLAND AND WOLF: InfraStrata Acquires Business for GBP6 Million
MACKAY SHIELDS CLO-1: S&P Assigns Prelim. B- (sf) Rating on F Certs
METRO BANK: Fitch Lowers LT IDR to BB, On Rating Watch Negative

NEWGATE FUNDING 2007-2: S&P Raises Class Db Notes Rating to B(sf)
NEWGATE FUNDING 2007-3: S&P Affirms B+(sf) Rating on Class E Notes
PATIENT CAPITAL: Seeks Lifeline Extension Following GBP232MM Loss
TAURUS 2019-2: Fitch Assigns BB-sf Rating on Class E Notes
THOMAS COOK: 39 Flights to Bring Back 7,000 Customers to UK

THOMAS COOK: Condor May Have New Owner, Teckentrup Says
THOMAS COOK: FRC to Investigate Auditors Over Account Sign-Off
[*] UK: Four Energy Suppliers May Lose Licenses Over Unpaid Debt

                           - - - - -


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B E L G I U M
=============

NYRSTAR NV: S&P Withdraws 'SD' Issuer Credit Rating
---------------------------------------------------
S&P Global Ratings withdrew its 'SD' (selective default) issuer
credit rating on Belgian zinc producer Nyrstar NV, at the company's
request.

S&P also withdrew its 'D' rating on the senior unsecured bonds due
2019 and 2024.

On July 31, 2019, the company completed its restructuring, after
selling its operations to commodity trader Trafigura, and replacing
its outstanding debt instruments with new debt instruments.
Therefore, Nyrstar no longer has any publicly traded debt
obligations.





=============
C R O A T I A
=============

ZAGREB: S&P Affirms 'BB' LT Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings, on Sept. 27, 2019, affirmed its 'BB' long-term
issuer credit rating on the Croatian city of Zagreb. The outlook is
stable.

Outlook

S&P said, "The stable outlook reflects our view that persistent
strong operating balances will counterbalance Zagreb's increased
investment plans and limit substantial debt accumulation. We also
anticipate the city will retain its current liquidity levels and
adequately manage timely debt repayment."

Downside scenario

S&P said, "We could downgrade Zagreb if the city's financial
profile worsened, with contracting operating margins or further
increasing carried-forward deficits in national accounting terms.
Either of these could ultimately lead to significantly increased
debt in the medium term. We would also consider lowering the rating
if we saw continued pressure on the city's cash levels, resulting
in accumulation of payables or a further fall in cash holdings."

Upside scenario

S&P said, "We could raise the rating if stronger medium- and
long-term planning, coupled with reduced accrual deficits and
strict oversight of municipal companies, enhanced our view of the
city's financial management. Similarly, a more structured decision
process between the the central and local governments concerning
local government matters could enhance our view of the
institutional set up, and consequently the rating. Additionally, we
could raise the rating if the city structurally and substantially
improved its liquidity position."

Rationale

S&P said, "The rating reflects our expectation that the city's
operating surpluses will decline but remain sizable in 2019-2021.
The operating surpluses, together with capital grants, should
permit more rapid investments as well as pay off part of the
accumulated accrued deficit of the past two years. As a result, we
believe debt accumulation can be contained and the weak liquidity
position will not deteriorate any further."

On the other hand, the ratings on the city are constrained by the
volatile policy environment and unpredictable institutional
framework that is subject to relatively frequent changes. This
causes revenue and expenditure mismatches and pressures financial
management and policies.

The institutional framework and financial management limit Zagreb's
creditworthiness

In S&P's view, Zagreb's creditworthiness remains constrained by the
institutional setup under which Croatian municipalities operate.
The framework changes frequently and the distribution of resources
is unbalanced and not sufficiently aligned to tasks delegated to
municipalities. This is exemplified by the multiple changes to the
tax system introduced during 2017-2018. For example, the personal
income tax (PIT) reform, aimed at easing the tax burden for
individuals and companies, reduced the maximum rate for PIT to 36%
from 40%. This effectively diminished Zagreb's tax income and
revenue-raising abilities. The measure was marginally compensated
by an increase in the distribution coefficient in 2018. Strong
economic growth has also helped revenue inflow and counterbalanced
the negative effects for the municipal level. Nonetheless, the
central government put in place an indemnification for revenue
shortfalls that result from the new income tax regime through
transfers. As these transfers have a ceiling mirroring 2016 income
tax revenue, and are set to be phased out from 2021, their positive
impact for local finances is limited. The unpredictability of the
central government's actions constrains policy effectiveness at the
city level, limiting Zagreb's ability to effectively plan for the
long term. The three major expenditure items for the city are
education, health care, and maintenance of public space.

S&P considers as key management weaknesses Zagreb's unreliable
long-term planning and weak liquidity policies. In addition, the
use of unconventional debt instruments such as factoring deals, and
the sometimes difficult relationship between the government and
city assembly further limit our management assessment.

The city's oversight and control over municipal companies is weak
overall. Although the board of municipal company Zagrebacki Holding
maintains very close ties with the city's management, clear
decision-making procedures appear to be lacking. The 2017 spin-off
of the transport company (ZET) from Zagrebacki Holding so far has
not strengthened governance or financial performance at either
company. However, the aim of the restructuring was to enhance
funding and grant sources via European institutions, and to allow
for more direct control of the loss-making transport company.

The city alone contributes about one-third of total Croatian GDP,
and unemployment has been steadily decreasing (4.4% as of December
2018) and is less than half the national level. GDP per capita is
at a level comparable with similarly rated international peers,
while about 70% higher than the national average. S&P forecasts
national and local GDP per capita will grow at a similar pace. The
pull the city exerts has resulted in a growing population, in
contrast to the national trend. This supports the city's economic
and tax base to some degree. Furthermore, the city's management
continues to focus on projects intended to promote Zagreb further
as a tourist and international conference destination. In S&P's
view, these strengths reflect a more favorable socioeconomic
profile for the city compared with national peers.

Operating surpluses will remain strong, helping keep debt low and
limiting the risks from weak liquidity

S&P expects Zagreb will exhibit positive, albeit declining,
operating balances of 9%-11% in 2019-2021, supported by solid
underlying economic growth. However, the latter is partially offset
by contained tax revenue growth stemming from tax legislation
effects and pressures on personnel expenditure.

Zagreb's capital program targets transportation infrastructure,
street renovations, and social service facilities. Notably, the
city is concentrating its resources on bridge renovation and the
reconstruction of one of the largest and busiest junctions. S&P
said, "Capital expenditure (capex) represents approximately 10% of
total expenditure in 2019-2021 and we forecast it will average
about Croatian kuna (HRK) 800 million (about EUR100 million) per
year over that period (total of approximately HRK2.4 billion).
This, in turn, results in surpluses after capital accounts at an
average of 0.6% in 2019-2021 in our forecast years. This is also in
line with observations from the previous EU program, whereby fund
utilization picks up toward the end of the cycle. 2018 capex
somewhat exceeded our prior estimate and asset sales were not
executed as envisioned. We have now removed these from our
forecast."

In S&P's view, Zagreb's budgetary flexibility is limited. PIT,
which accounts for about two-thirds of the city's operating
revenue, cannot be changed by Zagreb, except for the surtax
charged. Furthermore, PIT is contingent on central government
decisions, over which local governments have limited influence.
Personnel, combined with goods and services expenses, represented
36% of Zagreb's operating expenditure in 2018, limiting the city's
expenditure flexibility. This is exacerbated by large inflexible
subsidies granted to the municipal holding company, and the now
stand-alone ZET, which both support the city in the supply of
essential public services. Asset sales have proven difficult in
past years and also add no flexibility elements.

The city's strong operating surpluses should help limit debt
accumulation over the coming years, as well as pay off the deficit
recorded in the past two years to some extent. After a net debt
repayment in 2018, we forecast rising net new borrowing, both at
the city level and at Zagrebacki Holding.

S&P said, "In our base-case scenario, we assume that the city's
tax-supported debt, which includes debt of other municipal
companies and Zagrebacki Holding, will increase to 83% of
consolidated operating revenue in 2021 from 70% in 2017. In our
view, this is high relative to that of peers in the region, but is
generally neutral to Zagreb's creditworthiness, which is supported
by high operating margins. We forecast direct debt, which includes
the factoring deals the city services on behalf of Zagrebacki
Holding, will decline in 2019, after the repayment of a short-term
factoring deal worth HRK308 million contracted in 2018. However, to
support capex and the 2017-2018 deficit repayment, we expect a
moderate increase to about HRK2.5 billion in 2021 (about 33% of
operating revenue) from about HRK2.3 billion in 2018.

"In our view, Zagreb's contingent liabilities are sizable. In
analyzing the city's total exposure, we factor in Zagrebacki
Holding's and ZET's payables, as well as the long-term and
short-term debt of related entities not already included in debt."
Additionally, high exposure to litigation, at HRK1.1 billion, forms
part of this assessment, although this less likely to materialize
for the full amount. Litigation includes disputes with the Croatian
Ministry of Finance.

Zagreb's available liquidity remains limited, with a debt-service
coverage ratio of about 25% over the coming 12 months. S&P said,
"Zagreb's cash holdings at year-end 2018 stood at HRK21 million,
which we expect to remain broadly constant going forward. We factor
into our assessment maturing debt liabilities, factoring deals, and
guarantee payments. Additionally, we view access to external
liquidity as limited, since Croatia's domestic banking sector is
relatively weak, as reflected in our assessment of the banking
sector."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Ratings Affirmed

  Zagreb (City of)

  Issuer Credit Rating   BB/Stable/--




===========
F R A N C E
===========

AUTONORIA 2019: S&P Assigns B-(sf) Rating on Class F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings has assigned its credit ratings to Autonoria
2019 FCT's notes.

The collateral in Autonoria 2019 comprises a portfolio of vehicle
loan receivables (new and used vehicles), mostly originated between
2016 and 2019, to private individuals in France.

This is a revolving transaction for a maximum period of 12 months.

According to the transaction's terms and conditions, interest can
be deferred on any class of notes with the exception of the
most-senior one if the principal deficiency ledger (PDL) of the
relevant class is above certain thresholds. Any deferred interest
will accrue interest 13 months after starting being deferred in
accordance with the French legal framework. All previously deferred
interest will be due immediately when the class becomes the most
senior.

A liquidity reserve fund provides liquidity support only to the
class A to D-Dfrd notes. Principal proceeds can also be used for
curing interest shortfalls for the class A to D-Dfrd notes and for
the class E-Dfrd and F-Dfrd notes when they become the most senior
notes.

The transaction features a PDL mechanism. The PDL is divided into
seven subledgers, one each for the class A to G-Dfrd notes. In
addition, the transaction features two fixed-to-floating interest
rate swap agreements, which in our opinion mitigate the risk of
potential interest rate mismatches between the fixed-rate assets
and floating-rate liabilities.

S&P's analysis indicates that Autonoria 2019's available credit
enhancement is sufficient to withstand losses that are commensurate
with the relevant rating levels.

S&P said, "Considering the aforementioned factors, we have assigned
ratings that address ultimate payment of interest and principal on
the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes based on
our criteria on interest shortfall methodology. Our ratings on the
class A notes instead address the timely payment of interest and
ultimate payment of principal.

"Our ratings reflect our analysis of the transaction's payment
structure, its exposure to counterparty and operational risks, and
the results of our cash flow analysis to assess whether the rated
notes would be repaid under stress test scenarios.

"Our ratings on this transaction are not constrained by the
application of our sovereign risk criteria for structured finance
transactions or our counterparty risk criteria. Our operational
risk criteria do not cap this transaction."

At closing, Autonoria 2019 issued a EUR47.5 million class G-Dfrd
subordinated note, which provides credit enhancement to the class
A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes because it
ranks below the notes to pay interest and principal. This note does
not form part of the rated capital structure.

The notes will amortize pro rata as soon as the revolving period
ends, unless one of the events below occur. From that moment, the
transaction will switch permanently to sequential amortization:

-- Class G PDL exceeds 0.50% of the portfolio's outstanding
principal.

-- The cumulative gross default, calculated as the percentage of
the total defaulted loans over the initial balance of the
portfolio, is greater than: 2.75% before the first 12 months;

-- 3.85% from months 13 to 18; 5.25% from months 19 to 24; 7% from
months 25 to 36; and 8% after the third year.

-- The pool comprises auto loans with equal fixed installments
during the contract's life. S&P's recovery assumptions are low,
reflecting the nature of the loans.

  Ratings List

  Autonoria 2019 FCT
  
  Class         Rating        Amount      Receivables
                             (mil. EUR)   balance (%)
  A             AAA (sf)       674.5        71.00
  B-Dfrd        AA- (sf)        85.5         9.00
  C-Dfrd        A (sf)          57.0         6.00
  D-Dfrd        BBB (sf)        33.2         3.50
  E-Dfrd        BB (sf)         33.3         3.50
  F-Dfrd        B- (sf)         19.0         2.00
  G-Dfrd        NR              47.5         5.00
  
  NR--Not rated.


OBOL FRANCE 3: S&P Alters Outlook to Neg. on Risk to Deleveraging
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative and affirmed its
'B+' long-term rating on France-based funeral services company Obol
France 3, operating under the name OGF.

S&P said, "We revised the outlook to negative because we expect
financial leverage to remain elevated over the next 12-18 months,
and because we see risk that, despite the initiatives launched by
management, debt to EBITDA and free operating cash flow (FOCF)
could remain at levels that are not commensurate with the 'B+'
rating.

"We believe that changing customer behavior and preferences, as
well as increased competition, are transforming the funeral
services industry. However, there is uncertainty around the pace
and the depth of these structural changes."

Although online presence is becoming increasingly important,
infrastructure remains critical. OGF's dense network of
crematoriums, viewing facilities, and branches remains an important
competitive advantage.

Nevertheless, S&P is revising its assessment of the company's
earnings quality and stability because it believes that in a more
challenging operating environment, differentiation potential and
barriers to entry remain limited.

Since November 2018, OGF has applied a new pricing approach through
higher rebates and matching competitors' quotations. Nevertheless,
this approach has not yet proven its efficiency, and management
intends to fine-tune it in the coming months.

S&P said, "For the 12 months ended June 30, 2019, market share
declined to 19.5%, compared with 20.1% for the same period a year
earlier. In our view, the potential to regain market share while
maintaining prices unchanged is limited, since an increasing number
of players are offering affordable funeral services at very
attractive prices (around EUR2,000). Although we believe Obol's
price might decline, we do not expect a price war with a material
tariff cut. Although this happened with the Co-operative group in
the U.K., it would be difficult for the largest French groups, such
as Funecap or Le Choix Funeraire, to afford.

"Furthermore, we still believe the regulatory framework provides
some protection because it allows relatives to withdraw up to
EUR5,000 from the estate of the deceased to pay for their funeral.
Nevertheless, it is also important to note that although
crematoriums are a strategic asset to capture customers, they
remain a delegation of a public service, which means that the
private operator that wins the concession does not benefit from the
exclusive use of the crematorium. In total, there are 184
crematoriums in France and they are accessible to all."

In terms of M&A, S&P expects the company will pursue a more
selective approach and will focus on greenfield projects. It will
also focus on enhancing its offer and improving operating
efficiency. Key strategic initiatives to improve sales include a
focus on digital presence and reinforcing the call center to
support the conversion of customers as well as the renewal of its
product and service offering, such as the roll-out of a new range
of coffins, renewal of funeral articles, notably in cremation, and
revamping of the monuments catalogue.

The company is also rolling out a large efficiency program that
includes reduction of the workforce (by 300 posts already), new
logistics, and roll-out of enterprise resource planning software.
Capital expenditure (capex) will remain material in 2020, at
EUR44.7 million, after disposals of EUR1 million. It will mainly
include refurbishing and enhancing of viewing facilities and
crematoriums, reviewing the vehicle fleet, and IT upgrades.

S&P said, "The negative outlook reflects that, despite OGF's
initiatives, we believe increased competition as well as increased
take-up of basic funeral services, could make it difficult for the
group to regain market share while maintaining profitability.
There's therefore a risk that debt to EBITDA will not reduce toward
6.5x, a level that we view as commensurate with the current
rating.

"We could lower the rating if the company's profitability
deteriorates, hampering its capacity to reduce its debt to EBITDA
from the 6.8x recorded last year. This would most likely happen in
case of material reduction in the average selling price, reflecting
increased discounts to maintain market share and or an unfavorable
change in the business mix, with a higher proportion of basic
funerals.

"We would revise the outlook back to stable if OGF succeeds in
gaining market shares while maintaining sound profitability, such
that cash-interest-debt to EBITDA reduces progressively."




=============
G E R M A N Y
=============

FRESHWORLD HOLDING III: Fitch Assigns 'B' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings assigned Freshworld Holding III GmbH, the leading
European route-based sanitary service provider based in Germany, a
Long-Term Issuer Default Rating of 'B' with a Stable Outlook. Fitch
has also assigned aninstrument rating of 'B+/'RR3'/65% to the
first-lien senior secured EUR475 million Term Loan B of Freshworld
Holding IV GmbH. The ratings benefit from ADCO's dominant market
position in mobile sanitary services (cabins and containers), the
resilience of its top line despite exposure to cyclical end markets
and growth prospects from both further consolidation and macro
trends in construction, especially in its key geographies.

At the same time, the rating reflects high leverage, which spikes
to almost 8.0x on an FFO adjusted gross leverage basis pro forma
for the LBO by funds advised by Apax Partners by end-2019.
Deleveraging also depends on ability of management to implement
significant proposed cost savings quickly by 2020, which is
uncertain and has been sensitised in its forecast

KEY RATING DRIVERS

Longstanding Brand Power/Value Proposition: ADCO's TOI TOI and DIXI
brands have decades of recognition and solidify the company's
overwhelming leadership position in Germany and Poland, as well as
in most other European markets. ADCO's strength across the value
chain also makes it the clear top choice for customers, as the
waste management aspect is necessary, though not highly contested.
Aside from premium toilet cabins, ADCO also offers customisable
sanitary containers and ancillary equipment for larger or
longer-term projects, which regional players that compete mainly
for smaller projects cannot provide.

Continued End-Market Growth: Particularly in key geographies
Germany and Poland, growth is still expected in building and
renovation markets, due to persistent undersupply and ongoing
upgrades required for older building stock. The events sector is
also growing due to an uptick in lifestyle-oriented and sports
events and associated demand for more premium cabins and
containers. In conjunction, increasing regulation on building sites
will reinforce the need for sanitary cabins/containers as a
non-discretionary item on many construction projects. Increasing
enforcement/inspection will also increase the penetration of
markets where usage lags mature markets such as the US and
Germany.

Defensive Route-Based Model: ADCO's business model, concentrated
highly on network density, scale and logistics, protects its
entrenched position relative to competitors. In Germany, for
example, its national market share is 15x higher than its closest
competitor. With comparatively more stops per servicing route, ADCO
is able to drive down the cost per stop, leading to a margin
advantage. In effect, this creates a barrier to entry, as it
becomes difficult for a competitor without significant comparable
presence to operate alongside ADCO in a given area.

Resilience Despite Cyclical End-Markets: Despite exposure to
various subsectors of the construction industry, the company has
shown resilience in the past global financial crisis and Euro
crisis, maintaining relatively stable EBITDA margin and revenue.
Infrastructure projects also tend to be noncyclical and in some
cases countercyclical, which provides a slight offset to the
residential and nonresidential new build markets, in addition to
the events business.

High Starting Leverage, Quick Deleverage: Fitch-defined FFO
adjusted gross leverage spikes to 7.9x in 2019 pro forma the LBO,
but drops rapidly to 6.7x in 2020, due to operational improvement
and continued secular growth in the building markets. FCF
generation is also expected to grow from roughly breakeven over the
forecast period, but Fitch notes that the company also has the
ability to cut down on discretionary or expansion capex, which
could provide a FCF benefit of EUR20 million or more a year in 2020
and 2021 if ADCO utilises cabin and container assets for longer
periods of time prior to upgrades/refurbishments.

Ambitious Cost Savings Plan: Apax has identified many cost saving
initiatives, which are expected to provide EBITDA uplift starting
2020. Though these are largely related to administrative,
procurement and fleet improvements and therefore 'low hanging
fruit,' Fitch applies a haircut to the estimated EUR24 million
impact projected for 2020, as well as the total potential uplift of
over EUR30 million. The efficiency initiatives would also require
total one-off costs of EUR16 million, which lowers FCF in 2020 and
2021. Apax, however, has a common procurement platform and
operational excellence team, giving it a history of implementing
similar improvements at other portfolio companies.

Uncertain Financial Policy: The family owners of ADCO are rolling a
24.9% equity stake, and current management is staying on, which
should provide some continuity to the business strategy that
facilitated recent years of growth. However, new majority ownership
by Apax introduces the risk of shareholder friendly actions. This
could threaten the company's past dividend-free track record.

DERIVATION SUMMARY

ADCO has no direct peers that Fitch rates. However, other service
businesses in its ratings universe with strong competitive
positions and high recurring revenue visibility include Irel Bidco
S.a.r.l. (IFCO, B+/Stable), TeamSystem Holding SpA (B/Stable) and
Pinnacle Bidco plc (PureGym, B/Stable). ADCO's downgrade rating
sensitivity of 8x FFO adjusted gross leverage is slightly looser
than TeamSystem's 7.5x, reflecting a slightly stronger competitive
position and geographical diversification. Both PureGym and IFCO
have lower leverage than ADCO - PureGym also rated at 'B', while
IFCO's lower leverage results in a rating one notch higher.

IFCO, like ADCO, operates as leader in several European markets,
while PureGym and TeamSystem are more concentrated geographically
in one market. ADCO's customer contracts reflect the
subscription-like nature of its services, akin to those of
TeamSystem's ERP and IFCO, though PureGym's model poses fewer
barriers to customer churn.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Revenue growth of about 6% in 2019, reflecting over 9% yoy
    growth at 1H19; thereafter, revenue growth in the low
    single digits

  - EBITDA margin increasing to 25% in 2022 from about 21% in
    2019, driven by cost efficiency realisation starting in 2020

  - Capex declining to 10.5% of revenue from 13.5% between
    2019 and 2022, mainly reflecting lower discretionary
    capex and reallocation of fleet to smaller vehicles

  - No dividend payments

  - Tuck-in acquisitions of EUR2 million a year

  - Working capital slightly negative/close to breakeven

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that ADCO would be considered a going
concern in bankruptcy and that the company would be reorganised
rather than liquidated.

Fitch has assumed a 10% administrative claim.

Post-restructuring going concern EBITDA at a 25% discount of its
expected 2020 EBITDA forecast of EUR93 million (including pro-forma
cost savings impact), reflecting the significant growth in the
company's profitability which could be lower if significant cost
efficiencies as proposed by management are not fully achieved.

An enterprise value multiple of 6.0x is used to calculate a
post-reorganisation valuation, reflecting ADCO's dominant and
entrenched position in most large European markets, arising from
its scale and density.

Fitch calculates the recovery prospects for the senior secured
instruments of a EUR475 million TLB at 65%, and assumes a fully
drawn RCF of EUR105 million. This implies a one-notch uplift for
the instrument rating relative to the company's IDR to 'B+' with a
Recovery Rating of 'RR3'.

RATING SENSITIVITIES

Developments that may, individually or collectively, lead to
positive rating action:

  - FFO Adjusted Gross Leverage sustained below 6.0x

  - FCF margin improvement to mid-single digits, reflecting
    operational improvements from cost-saving initiatives

Developments that may, individually or collectively, lead to
negative rating action include:

  - FFO Adjusted Gross Leverage sustained over 8.0x

  - Fixed-charge cover below 2.0x or a weakening liquidity profile
  
  - Failure to improve FCF to consistently positive levels

  - Significant slowdown or downturn in construction end-markets
    or failure to deliver cost savings, resulting in EBITDA
    deterioration

LIQUIDITY AND DEBT STRUCTURE

Adequate Pro-Forma Liquidity: At end-2018, the company had about
EUR17 million in cash. Though cash pro forma, the LBO will likely
drop even lower by the end of the year, the company has access to a
6.5 year EUR105 million revolving credit facility. The RCF will
provide a liquidity backstop in 2019 and into 2020 if needed, as
FCF generation may approach breakeven before increasing due to
continued top line growth as well the end of cost efficiency
implementation and related charges.


K+S AG: S&P Lowers ICR to 'BB-' on Continued Slow Deleveraging
--------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on German
fertilizer producer K+S AG to 'BB-' from 'BB' and affirming the
short-term rating at 'B'.

S&P is also lowering its issue ratings on K+S' senior unsecured
bonds to 'BB-'. The recovery ratings on the bonds are unchanged at
'3', reflecting its expectation of meaningful recovery (50%-70%;
rounded estimate 50%) in the event of a payment default.

The rating action follows K+S' announcement that it will reduce its
potash production by up to 300kt in 2019 due to the weak potash
market environment, with an estimated impact on EBITDA of up to
EUR80 million. The challenging conditions mainly stem from weak
demand from China due to ongoing high potash inventories in the
country (estimated by market sources at about 3mt). This has led to
potash producers like K+S, Uralkali, Mosaic, and Nutrien taking
supply from the market, either by reducing the production, or
extending maintenance shutdowns. S&P said, "We view this discipline
as supportive to market balance. That said, we believe that the
steady weakening in potash prices over the past six months, the
oversupply situation in Brazil and the prolonged high inventories
in China, may constrain the level of benchmark contract prices,
which are yet to be announced."

S&P said, "Under our revised base-case scenario, the impact on
EBITDA of about EUR80 million translates into S&P-adjusted FFO to
debt of about 11%-12% (down from 13%-15% in August 2019) and
adjusted debt to EBITDA of 6.0x-6.2x in 2019 (up from 5.3x-5.5x).
This is based on our estimate of adjusted EBITDA of EUR700
million-EUR730 million in 2019 (down from EUR780 million-EUR810
million in August 2019). Consequently, we no longer anticipate that
K+S will return to positive FOCF generation in 2019, leading to a
further delay in the company's deleveraging process.

"Looking into 2020, we assume that K+S will report higher adjusted
EBITDA of EUR840 million-EUR860 million (forecast revised from
EUR900 million-EUR950 million previously) as the demand for
potash--notably from China--recovers, even though supply-related
risks are likely to persist. Our base-case also factors in higher
reliability of the production in Germany, thanks to--among other
measures--the recent increase in temporary on-site storage capacity
for wastewater to 1 million m3, and the ongoing ramp-up of the
low-cost Bethune mine, where we assume that by 2020 product quality
issues will be resolved. Still, in our view, the company may find
it difficult to achieve meaningful positive free cash flow even in
2020, given sizable capital expenditures (capex) of about EUR550
million-EUR600 million, and working capital requirements especially
if the market recovers.

"We note that K+S is committed to deleveraging and halving its net
debt-to-EBITDA ratio by 2020 through further focus on cost
discipline and reduced capex. While we believe the company is on
track to improve leverage, we view the leverage target as ambitious
under current market conditions.

"The stable outlook reflects our forecast of K+S deleveraging
through EBITDA growth notably in 2020, and our expectation that it
will generate at least neutral free operating cash flow from 2020
onward. This assumes a broadly supportive potash environment, but
also appropriate capex and working capital discipline, in line with
the company's financial policy commitment to deleveraging. The
outlook also factors in our expectation that K+S will maintain
adequate liquidity and address the upcoming debt maturities well
ahead of time. We view an adjusted debt-to-EBITDA ratio of
5.5x-6.0x as commensurate with the rating.

"We could lower the rating if we observed further weakening in
profits over the next 12-18 months, such that K+S cannot reduce its
adjusted debt-to-EBITDA ratio down to 5.5x for a prolonged period.
This could occur due to ongoing neutral or negative free cash flow,
or due to the sustained challenging potash market environment.

"We could revise the outlook to positive if K+S achieved an
adjusted debt-to-EBITDA ratio below 5x and reported free operating
cash flow of at least EUR50 million on sustainable basis, thereby
demonstrating clear deleveraging prospects."


METRO AG: Moody's Confirms Ba1 CFR & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 corporate family rating
and Ba1-PD probability of default rating of Metro AG. Moody's has
also confirmed Metro's Ba1 senior unsecured rating, its (P)Ba1
senior unsecured medium-term notes program ratings. Metro's NP
commercial paper rating and (P)NP other short-term rating are
unchanged. At the same time, Moody's has confirmed Metro Finance
B.V.'s Ba1 senior unsecured rating and (P)Ba1 senior unsecured MTN
rating. The outlook of both entities has been changed to stable
from rating under review.

The rating action concludes the review process initiated on July
12, 2019.

RATINGS RATIONALE

On August 9, 2019, EP Global Commerce, a group of investment
vehicles co-owned by Czech businessman Daniel Kretinsky and Slovak
investor Patrik Tkac, announced that its offer on Metro's shares
did not reach the minimum acceptance threshold. Moody's believes it
is unlikely that EPGC will launch another offer over the next 12
months without Metro's consent. If EPGC's offer had been
successful, Moody's believes that Metro's debt and consequent
leverage metrics could have increased substantially.

Moody's forecasts a Moody's-adjusted debt/EBITDA ratio of about
4.5x by the end of fiscal year 2019 (ending on September 30) if
Metro sells its hypermarket division Real before fiscal year end.
The sale has not yet occuredbut was expected to be concluded in
September 2019. Metro also intends to divest its Chinese
operations, which would further decrease leverage.

Metro should achieve growth in revenue and Moody's-adjusted EBITDA
of 1% over the next 12 months, at constant exchange rates. This
assumes that demand from hotels, restaurants and caterers (Horeca)
will keep rising and that the decline in Russian operations'
earnings will be mitigated by growing results in Western Europe.

Although Metro reported a 4% year-on-year growth in EBITDA before
real estate gains during the third quarter of fiscal 2019, Moody's
believes that the company's earnings potential is increasingly
constrained by the challenges hitting the broader retail sector,
such as increasing competition and the rise of online sales, which
will require constant adaptation of its business model. Therefore,
Metro will need to achieve over time stronger credit metrics to
maintain its current Ba1 rating.

Moody's views Metro's liquidity as adequate, although constrained
by a reliance on short-term debt. As of June 30, 2019, the group
had EUR810 million of cash on its balance sheet and access to
EUR2,000 million of credit facilities, which were undrawn as of
September 30, 2018. Metro announced two sale and leaseback
operations in July and August 2019, for at least EUR320 million of
total proceeds.

Short-term debt maturities are substantial, with EUR1,862 million
outstanding as of June 30, 2019, although Metro has a good track
record of refinancing these maturities. In addition, Moody's
forecasts that the group will generate about EUR150 million of
negative free cash flow after dividends and interest payments, on a
reported basis. The group's working capital exhibits a
peak-to-trough swing of more than EUR1,000 million, with a large
cash inflow in the first quarter of the fiscal year
(October-December) and a large outflow in the second quarter
(January-March). Metro is likely to finance some of its intra-year
working capital requirements with short-term funding, mostly
commercial paper backed by committed credit facilities.

ESG considerations, notably governance, will affect Metro's credit
quality. Metro's Ba1 rating assumes that it will maintain a prudent
financial policy and allocate most of the proceeds from asset
disposals to debt reduction.

STRUCTURAL CONSIDERATIONS

Moody's rates the senior unsecured notes Ba1, in line with the
corporate family rating despite a degree of structural
subordination arising from the material level of trade payables at
the operating subsidiary's level.

Its Loss Given Default analysis is based on an expected family
recovery rate of 50%, which reflects a capital structure comprising
bonds and bank debt.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Metro's
results will stabilise in fiscal 2020 after decreasing in fiscal
2019, as the good performance of Western European operations will
offset the earnings decline of emerging markets. It also assumes
that the company will use proceeds from asset disposals to reduce
debt, and that this will support leverage reduction to below 4.75x
over time.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's could take a negative rating action if Metro is unable to
stop its EBITDA decline, for instance because of prolonged
deterioration of emerging markets or if earnings of Western
European operations fall. A large debt-financed acquisition or a
more aggressive financial policy could also trigger a downgrade.
Quantitatively, Moody's would consider a negative rating action if
Metro fails to maintain a Moody's-adjusted (gross) debt/EBITDA
below 5.0x and over time below 4.75x, or if the Moody's-adjusted
retained cash flow/net debt ratio does not significantly exceed
10%. A weakening in liquidity would also trigger a rating
downgrade.

Moody's could take a positive rating action if Metro achieves
sustainable earnings growth on an organic basis and executes
successfully the disposal of Real and of its Chinese business. From
an operating standpoint, this would require an improvement in the
group's profitability as well as a stabilisation of emerging
markets' earnings. Quantitatively, a positive rating action could
emerge if the Moody's-adjusted (gross) debt/EBITDA falls
sustainably below 4x and if the Moody's-adjusted retained cash
flow/net debt ratio exceeds significantly 15%. A rating upgrade
would also require a reduced reliance on short-term debt enabling
Metro to maintain an adequate liquidity despite seasonal swings in
working capital.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

Headquartered in Dusseldorf, Germany, Metro is one of the largest
food wholesalers and retailers in Europe, with revenue of EUR29.6
billion and reported EBITDA of EUR1.4 billion over the twelve
months period ended on June 30, 2019. The group was created by the
demerger of the former Metro-Ceconomy group, whose shareholders
agreed in June 2017 to split the operations between CECONOMY AG
(Ceconomy, Baa3 negative), which took over consumer electronics,
and Metro Wholesale & Food Specialist, which gathered the food
wholesale and retail operations. Metro Wholesale & Food Specialist
subsequently changed its name to Metro AG.


SAFARI BETEILIGUNGS: S&P Lowers ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' our long-term issuer
credit rating on Safari Beteiligungs GmbH (Safari) and its issue
rating on the company's EUR350 million bonds.

S&P said, "We lowered our ratings because we expect the group's
leverage to spike in 2021, when the new regulation becomes fully
enforceable.

"Following the recent quarterly presentation, we now have a better
understanding of the status of Safari's arcade portfolio once the
current interstate treaty in Germany expires, assuming the current
restrictions are not changed and are strictly enforced from July 1,
2021. Only 51% of the Amusement With Prize (AWP) machines in
Safari's arcade portfolio are eligible for a license or have been
granted permissions/hardship exemptions beyond 2021. At this stage,
40% of its AWP arcade machines are not eligible for a license
beyond June 2021, and there is still uncertainty regarding the
remaining 9% (which are arcades infringing minimum distance rule
without exemptions). The management team considers that withdrawing
49% of its AWP machines (that is, all the ones currently
unlicensed) is not realistic, as they believe that they would not
lose all the AWP machines that infringe the minimum distance rule.

"However, due to the lack of clarity at this stage, we are
realigning our base case closer to management's worst-case
scenario. We assume Safari will need to withdraw about 45% of its
current machines by end of June 2021. Consequently, we forecast
that it will report greatly reduced EBITDA (pre-International
Financial Reporting Standards adjustments). We estimate that
reported EBITDA will be EUR80 million-EUR85 million (S&P-adjusted
leverage of EUR105 million - EUR110 million) in 2019, and will fall
to about EUR65 million-EUR70 million in 2021 and EUR50
million-EUR55 million in 2022, when the impact of the change will
affect the full year. As a result, leverage will increase to close
to 7.0x in 2022, from around 5.0x in 2019.

"That said, we acknowledge that there is no clarity about how
strictly each state will enforce compliance with the interstate
treaty, or whether any of them will provide further relief to
operators. Industry associations are also lobbying to soften the
existing regulatory restrictions."

Before the first phase of the interstate treaty was implemented in
July 2017, reports suggested that about 50% of AWP machines would
be discontinued. In practice, the authorities provided a number of
hardship exemptions and active tolerations during the
implementation process. As a result, fewer machines were withdrawn
than forecast.

S&P said, "As July 2021 approaches, we consider that it is still
uncertain how much leeway operators will have when the interstate
treaty is fully implemented. We may revise our base assumptions
upward if the regulator provides greater clarity about the machines
we currently assume will be withdrawn. Therefore, we do not yet
consider Safari's capital structure to be unsustainable. That said,
we recognize that these uncertainties will affect Safari Holdings'
ability to proactively refinance its bonds, which fall due in
2022."

Credit metrics for 2019 are expected to weaken because of the
impact of the gaming ordinance introduced last year.

As expected, Safari's first-half results were dented by the impact
of the new gaming ordinance, introduced in November 2018. Safari's
customers did not respond positively to using AWP machines with
unlocking cards, following a marketwide trend. Therefore, the
average daily gross gaming revenue (GGR) per machine, across all
Safari's machines declined by 17%, to EUR93 in the first half of
2019 from EUR112.4 in the third quarter of 2018.

Safari has implemented several countermeasures to offset the effect
of the ordinance. These include changing gaming packages in the
AWPs to improve actual performance and testing new set-ups in the
arcades. S&P said, "Despite these initiatives, we expect the daily
GGR per machine to remain low. We predict that revenue per machine
will decline by about 15% in 2019, causing leverage to rise to
about 5.0x, with EUR5 million-EUR10 million free operating cash
flow (FOCF) generated."

S&P's ratings continue to reflect the company's aggressive
financial policies under the sponsor ownership, its limited
geographic and product diversification, and the fragmented gaming
market in Germany.

Safari's earnings concentration--both geographically and in terms
of product offering--and its limited EBITDA size continue to
constrain the company's business risk assessment. Although it
continues to approach growth in the Netherlands on an opportunistic
basis, it still derives about 95% of its revenues and EBITDA from
Germany. It therefore remains highly exposed to future market
changes.

Online casinos are still permitted in only one German state,
Schleswig-Holstein. This limits Safari's growth potential compared
with European gaming companies that operate in countries that
permit online gaming. Although Safari is preparing for the
potential opening of the German online casino market, it has also
applied for an online casino license in Spain and plans to apply in
the Netherlands when they become available (expected by January
2021).

In the German coin gaming arcade industry, Safari remains the
second-largest operator (after Novomatic's Admiral Play). It has
428 arcades in Germany and eight in the Netherlands. The sector is
highly fragmented--the top five operators account for about 20% of
the market. Over the past four years, the company has capitalized
on the highly fragmented German gaming arcade market by acquiring
about 20 arcades per year, on average. That said, it has taken a
more cautious approach in the first half of this year, because of
the higher market uncertainty.

S&P said, "Our assessment of Safari's financial risk profile
reflects its private equity ownership and the consequent risk that
it could adopt a more-aggressive financial policy. We also
incorporate in our rating on Safari the risk arising from the full
implementation of the interstate treaty, starting in July 2021.
Although we acknowledge the uncertainties regarding the potential
effect of the treaty, our base case assumes about 45% fewer
operating machines, leverage above 7.0x, and negative FOCF
generation.

"The stable outlook indicates that we expect Safari's revenues to
stabilize over the next 12 months and the number of machines and
daily GGR per machine in Germany to be broadly stable. In our base
case, we estimate that reported EBITDA will be EUR80 million-EUR85
million in 2019, that our adjusted leverage will be about 5.0x, and
that FOCF to debt will be around 5%, unless further regulatory
changes have an adverse effect or Safari undertakes any
debt-financed acquisitions or shareholder distributions. We also
expect liquidity to remain adequate for the next year.

"We could lower the rating if further regulatory changes hinder
Safari's revenue generation or its operating performance weakens.
This would cause us to revise down our forecast credit metrics and
cash flows for the period beyond June 2021. In such a scenario, we
may reconsider the sustainability of Safari's capital structure,
given its earnings base."

This could occur if the group's operating performance falters to
such an extent that FOCF turns negative for a prolonged period and
continued uncertainties hamper Safari's ability to proactively
refinance its debt as it comes due. The rating could also come
under pressure if the company's leverage increases above our
expectations due to material debt-financed capital expenditure
(capex), acquisition, or shareholder distributions, or if liquidity
comes under pressure.

S&P said, "Although we consider an upgrade unlikely in the near
term, we could raise the rating if the implementation of the
interstate treaty materially changes, such that we do not expect
material refinancing risk in 2022. This could occur if Safari
obtained an extension or if the treaty were amended in favor of the
gaming operators in Germany.

"We could also consider upgrading Safari if the company's sustained
adjusted leverage decreased to well below 5.0x and FOCF to debt
rose to well above 5%. This could occur if mitigating measures
offset the adverse impact of the gaming ordinance, and daily GGR
per machine increased to above EUR100."




=============
I R E L A N D
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ALFA BOND: Fitch Assigns BB(EXP) Rating on Upcoming Sub. Eurobonds
------------------------------------------------------------------
Fitch Ratings assigned Alfa Bond Issuance plc's upcoming issue of
subordinated Eurobonds an expected long-term rating of 'BB(EXP)'.
The final rating is contingent upon the receipt of final documents
conforming to information already received.

ABI, an Irish SPV issuing the notes, will be on-lending the
proceeds in form of a subordinated loan to Russian JSC Alfa-Bank
(Alfa, BB+/Stable/bb+).

KEY RATING DRIVERS

The notes will mature in 2030, but Alfa will have a call option to
repay them in 2025 subject to the Central Bank of Russia's
approval.

The notes are rated one notch below Alfa's 'bb+' Viability Rating,
reflecting below-average recovery prospects for the notes in case
of a non-viability event. Fitch does not notch the notes for
non-performance risk because the terms of the notes do not provide
for loss absorption on a "going concern" basis (e.g. coupon
omission or write-down/conversion).

The notes should qualify as Tier 2 regulatory capital due to full
or partial write-down in case either (i) Alfa's CET1 ratio falls
below 2% for six or more operational days in aggregate during any
consecutive period of 30 operational days; or (ii) the CBR approves
a plan for the participation of the CBR in bankruptcy prevention
measures in respect of Alfa, or the Banking Supervision Committee
of the CBR approves a plan for the participation of the Deposit
Insurance Agency in bankruptcy prevention measures in respect of
the bank.

RATING SENSITIVITIES

The rating action on the notes will mirror that on Alfa's VR. The
subordinated notes' rating is also sensitive to a change in
notching should Fitch change its assessment of loss severity or
related non-performance risk.


ENERGIA GROUP: Fitch Alters Outlook on B+ LT IDR to Stable
----------------------------------------------------------
Fitch Ratings revised Energia Group Limited's Outlook to Stable
from Negative, while affirming the Irish-based utilities group's
Long-Term Issuer Default Rating at 'B+'.

The change in Outlook reflects lower-than-expected leverage metrics
in financial year ended March 2019 and its expectation that funds
from operations adjusted net leverage in FY20 remain within its
rating sensitivities. While there is scope for substantial
deleveraging, it is Fitch's view that there is a steady shift in
business mix towards unregulated EBITDA, within the restricted
group.

The challenge to ensure longer-term sustainability of generation
and a new growth strategy with potentially substantial investments
limit its long-term forecast visibility. Rating upside may emerge
should Energia's growth and shareholder return plans allow
sustainably stronger credit metrics especially if accompanied by a
high share of regulated and quasi-regulated earnings.

KEY RATING DRIVERS

Wind Build, New Capex: Consolidated group capex, including
development and acquisition costs, peaked with completion of the
wind build in FY19 at EUR112.8 million. However, some capex
scheduled for FY19 has been delayed, while the development of
Coolberrin and likely spending on development & acquisitions in
FY20 imply an increase in consolidated wind capex in future.
Energia also plans to increase capex elsewhere, within restricted
group (and rating scope) notably in customer solutions, which
accounts for 45% of the FY20-FY24 total, particularly on Ireland's
single electricity market (I-SEM)-related billing and smart
metering, and outside the restricted group in anaerobic digestion
(AD).

Mix Shift to Unregulated: On Fitch estimates, regulated and
quasi-regulated EBITDA is set to decline to 52% of total in FY24
from 67% in FY19. Its rating case is for supply at Power NI to
remain regulated after the end of the current price control in
March 2021. However, its view is that the shift in the restricted
group's EBITDA mix to unregulated reflects growth in residential &
commercial supply, growth in Power NI's unregulated supply at a
faster rate than regulated entitlement, and expected return of
Huntstown2 CCGT to the energy market, based on winning a new
reliability contract (RO) contract in October 2019. The shift in
EBITDA mix may reduce the debt capacity of the restricted group in
future.

Generation's Longer-term Sustainability: I-SEM commenced in October
2018. Both Huntstown plants won transmission reserve contracts in
4Q18, partly mitigating the financial impact of the market
transition from capacity payments to competitive reliability
auctions. However, Huntstown1 did not win a RO contract in April
2019 for capacity year 2022-2023 and unless it obtains an RO
contract in future, profitability from October 2022 would be
adversely affected. Energia is looking at a range of various
options at Huntstown to ensure the plant's long-term
sustainability.

Growth Strategy Sees Acquisitions: Following a peak in consolidated
capex in FY19, Fitch expects to see further substantial
investments, most likely outside the restricted group, shortly.
Energia said on its last results call that it was looking at a
significant acquisition opportunity and did not set a short-term
leverage target, after having paid an FY19 dividend of EUR33.4
million.

Major Investments Uncertain: Its understanding from management is
that much larger investment ambitions of up to EUR3 billion on a
range of renewables projects is unlikely to substantially
materialise before 2025. None of this is included in its rating
case, but Fitch forecasts some headroom for additional investments
in the restricted group, assuming a steady dividend. However,
uncertainty around large-scale investments limits rating upside.

DERIVATION SUMMARY

With its view of decreasing share of regulated and quasi-regulated
EBITDA, Energia's business mix is viewed as more comparable to that
of Drax Group Holdings Limited (Drax, BB+/Stable) and Techem GmbH
(B/Stable). The latter has substantially weaker credit metrics than
Energia, but has 90%-95% of contracted EBITDA while Drax operates
with substantially lower leverage rating sensitivity.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer

  - Power NI new regulation from FY22, with EBITDA margin of 6%

  - ROI residential supply estimated at EBITDA margin of 9%-10%

  - Commercial supply estimated at EBITDA margin of 1.5%

  - Renewable power purchase agreement's estimated load factor at
29%

  - Energia Wind Assets' estimated load factor at 25.5%

  - Giant's Park (Belfast)'s anaerobic digestion project excluded
    (no final investment decision)

  - Dividends from Energia Wind Assets lowered in line with
    load factor assumption above

  - Huntstown's capacity income, ancillary services & energy
    margin based on Energia's guidance

  - Working capital reversal in line with management guidance

  - Dividends paid in FY20 of EUR33 million, in line with FY19's

  - Capex of restricted group as per management guidance, adjusted

    for Coolberrin. For investments in renewables, Fitch has
assumed
    30% and 40% of consolidated investments in wind and bioenergy
    (Huntstown only) respectively.

Key Rating Recovery Assumptions

  - Energia would be considered a going-concern in bankruptcy and
    that the company would be reorganised rather than liquidated.
    Fitch has assumed an administrative claim of 10%.

  - Energia's going concern EBITDA is based on LTM March 2019
    EBITDA and includes pro-forma adjustments for dividends from
    wind assets from FY21, paid at a one-year time lag on assets
    in operation in FY19. Based on a 20% discount, the
going-concern
    EBITDA estimate reflects Fitch's view of a sustainable,
    post-reorganisation EBITDA level upon which Fitch bases
valuation.

  - Fitch uses an enterprise value (EV) multiple of 6x to
calculate
    a post-reorganisation valuation.

  - Its waterfall analysis generated a ranked recovery in the 'RR1'

    band, indicating a 'BB+' instrument rating for Energia's
first-lien
    super senior revolving credit facility (RCF) of GBP225 million.

    The waterfall analysis output percentage on current metrics
and
    assumptions was 100%. The corresponding output for the 'BB-'
    senior secured notes was 'RR3'/59%.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - A decrease in FFO adjusted net leverage to below 4x on a
    sustained basis

  - A decrease in business risk accompanied by an increase in share

    of EBITDA from regulated and quasi-regulated assets

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  -- Large debt-funded expansion or deterioration in operating
     performance, resulting in FFO adjusted net leverage above 5x
     and FFO interest cover below 2x on a sustained basis.

  -- A significant reduction of the proportion of regulated and
     quasi-regulated earnings leading to a reassessment of
     maximum debt capacity

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: As at June 31, 2019, Energia had GBP214 million
of unrestricted cash and short-term deposits as well as GBP75
million undrawn liquidity available on the cash portion of the RCF
expiring in September 2023. The group has no material short-term
debt and its senior secured notes are not due until 2024-25. Wind
capacity assets and debt financed through project-finance
facilities are excluded from its debt calculation as the debt is
held outside the restricted group on a non-recourse basis.


HARVEST CLO XVII: Moody's Gives (P)B3 Rating to Class F-R Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Harvest CLO XVII Designated Activity Company:

  -- EUR2,000,000 Class X Senior Secured Floating Rate Notes due
     2032, Assigned (P)Aaa (sf)

  -- EUR279,000,000 Class A-R Senior Secured Floating Rate Notes
     due 2032, Assigned (P)Aaa (sf)

  -- EUR30,500,000 Class B-1-R Senior Secured Floating Rate Notes
     due 2032, Assigned (P)Aa2 (sf)

  -- EUR13,500,000 Class B-2-R Senior Secured Fixed Rate Notes due
     2032, Assigned (P)Aa2 (sf)

  -- EUR26,500,000 Class C-R Senior Secured Deferrable Floating
     Rate Notes due 2032, Assigned (P)A2 (sf)

  -- EUR32,000,000 Class D-R Senior Secured Deferrable Floating
     Rate Notes due 2032, Assigned (P)Baa3 (sf)

  -- EUR25,750,000 Class E-R Senior Secured Deferrable Floating
     Rate Notes due 2032, Assigned (P)Ba3 (sf)

  -- EUR12,900,000 Class F-R Senior Secured Deferrable Floating
     Rate Notes due 2032, Assigned (P)B3 (sf)

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavits to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A Notes, Class
B-1 Notes, Class B-2 Notes ,Class C Notes, Class D Notes, Class E
Notes and Class F Notes due 2030 (the "Original Notes"), previously
issued on 11 May 2017 (the "Original Closing Date"). On the
refinancing date, the Issuer will use the proceeds from the
issuance of the refinancing notes to redeem in full the Original
Notes.

On the May 11, 2017 (the "Original Issue Date"), the Issuer also
issued EUR 42.9 million of subordinated notes, which will remain
outstanding. In addition, the Issuer will issue EUR 3.0 million of
additional subordinated notes on the refinancing date. The terms
and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

As part of this reset, the Issuer will increase the target par
amount by EUR 50 million to EUR 450 million, has set the
reinvestment period to 4.5 years and the weighted average life to
8.5 years. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

Interest of the Class X Notes will be paid pari passu with Class
A-R interest in the interest waterfall and amortized principal of
Class X Notes will be paid after interest of Class X and Class A-R
Notes in the interest waterfall. The Class X Notes will amortise by
EUR 250,000 over the eight payment dates starting from the second
payment date.

Harvest CLO XVII DAC is a managed cash flow CLO. At least 90% of
the portfolio must consist of secured senior loans or senior
secured bonds and up to 10% of the portfolio may consist of
unsecured senior loans, second-lien loans, high yield bonds and
mezzanine loans. The underlying portfolio is already fully ramped
as of the refinancing date.

Investcorp Credit Management EU Limited will manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining four and a half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 450,000,000

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3,000

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.1%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.


HARVEST CLO XVII: S&P Assigns Prelim. B- (sf) Rating on F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Harvest
CLO XVII DAC's class X, A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes (collectively, the refinancing notes). At closing, the issuer
will also issue an additional EUR3.0 million of unrated
subordinated notes.

The transaction is a reset of the existing Harvest CLO XVII
transaction, which closed in May 2017.

The issuance proceeds of the refinancing notes and additional
subordinated notes will be used to redeem the refinanced notes
(class A, B1, B2, C, D, E, and F of the original Harvest CLO XVII
CLO transaction), pay fees and expenses incurred in connection with
the reset, fund the expense reserve account and the interest
reserve account, and purchase additional assets during the ramp-up
period.

The CLO's target par will increase to EUR450 million from EUR400
million. The reinvestment period, originally scheduled to last
until November 2019, will be extended to May 2024. The non-call
period will reset to November 2021. The covenanted maximum
weighted-average life will be 8.5 years from closing.

On the closing date, the issuer will own approximately 88% of the
target effective date portfolio. S&P said,"We consider that the
target portfolio will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans.
Therefore, we have conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations."

  Target Portfolio Metrics
  S&P Global Ratings weighted-average rating factor 2,589
  Default rate dispersion                        551
  Weighted average life (years)                   5.0
  Obligor diversity measure                        129
  Industry diversity measure                      18
  Regional diversity measure                         1.4
  Weighted average rating                            'B'
  'CCC' assets (%)                                      0
  'AAA' WARR (%)                                      37.83
  Floating rate assets (%)                        99
  Weighted average spread (net of floors) (%)       3.75

  WARR--Weighted-average recovery rating.

S&P said, "Citibank N.A., London Branch is the bank account
provider and custodian. We consider that its documented replacement
provisions are in line with our counterparty criteria for
liabilities rated up to 'AAA'.

"The issuer can purchase up to 20% of non-euro assets, subject to
entering into asset-specific swaps. At closing, we expect the
downgrade provisions of the swap counterparty or counterparties to
be in line with our counterparty criteria for liabilities rated up
to 'AAA'.

"We consider that the issuer is bankruptcy remote, in accordance
with our legal criteria."

The CLO is managed by Investcorp Credit Management EU Ltd.,
previously known as 3i Debt Management Investments Ltd. S&P Global
Ratings currently maintains ratings on eight CLOs from the manager.
Under S&P's "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published Oct. 9, 2014, S&P
believes that the maximum potential rating on the liabilities is
'AAA'.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, it believes its preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

  Ratings List

  Harvest CLO XVII DAC

  Class         Preliminary rating      Preliminary amount
                                       (mil. EUR)
  X         AAA (sf)                 2.00
  A-R     AAA (sf)               279.00
  B-1-R  AA (sf)                 30.50
  B-2-R  AA (sf)                 13.50
  C-R     A (sf)                  26.50
  D-R      BBB- (sf)               32.00
  E-R    BB- (sf)                25.75
  F-R    B- (sf)              12.90
  Sub notes NR                   45.90

  NR--Not rated.


NORTHWOODS CAPITAL 19: S&P Assigns Prelim B-(sf) Rating on F Notes
------------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Northwoods Capital 19 Euro DAC's class A, B-1, B-2, C, D, E, and F
notes. At closing, the issuer will also issue unrated subordinated
notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
transaction will be managed by Northwoods European CLO Management
LLC, a Delaware limited liability company, which is a wholly-owned
subsidiary of Angelo, Gordon & Co., Gordon L.P.

The preliminary ratings assigned to the transaction's notes reflect
S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

-- Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.

-- The portfolio's reinvestment period will end approximately four
and a half years after closing, and the portfolio's maximum average
maturity date will be eight and a half years after closing.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating. We consider that the portfolio on the
effective date will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (5.00%), the covenanted
weighted-average recovery rates for all rating levels. As the
portfolio is being ramped, we have relied on indicative spreads and
recovery rates of the portfolio.

"We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"The Bank of New York Mellon S.A./N.V., (Dublin Branch) is the bank
account provider and custodian. At closing, we anticipate that the
documented downgrade remedies will be in line with our current
counterparty criteria.

"Under our structured finance ratings above the sovereign criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary rating levels.

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our European legal criteria.

"Our cash flow analysis also considers scenarios where the
underlying pool comprises 100% of floating-rate assets (i.e., the
fixed-rate bucket is 0%) and where the fixed-rate bucket is fully
utilized. In both these scenarios, we note that the class F cushion
is (2.87%) and (2.08%), respectively. Based on the actual
characteristics of the portfolio and additional overlaying factors,
including our long-term corporate default rates and the class F
notes' credit enhancement (6.75%), this class is able to sustain a
steady-state scenario, where the current market level of stress and
collateral performance remains steady. Consequently, we have
assigned our 'B- (sf)' rating to the class F notes, in line with
our criteria.

"Taking into account the above-mentioned factors and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe our preliminary ratings are commensurate
with the available credit enhancement for each class of notes."

  Ratings List

  Northwoods Capital 19 Euro DAC

  Class     Preliminary rating  Preliminary amount
                                  (mil. EUR)
   A           AAA (sf)            248.00
   B-1         AA (sf)              20.00
   B-2         AA (sf)              20.00
   C           A (sf)               24.50
   D           BBB (sf)             28.00
   E           BB- (sf)             21.50
   F           B- (sf)              11.00
   Sub         NR                   32.50

  NR--Not rated.




=========
I T A L Y
=========

ALMAVIVA SPA: S&P Cuts ICR to 'B' on Weak Domestic CRM Operations
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on AlmavivA
S.p.A. to 'B' from 'B+', because it no longer expects the company's
adjusted leverage to fall below 5x, or that it will generate free
operating cash flow (FOCF) above 5% of adjusted debt by 2019.

S&P said, "We lowered the rating because of the unexpected setback
to Almaviva Contact's domestic CRM business. EBITDA from this
segment is now forecast to be negative EUR11 million-EUR12 million,
even lower than we previously forecast (negative EUR4 million-EUR5
million). As a result, S&P Global Ratings-adjusted leverage is
unlikely to reduce below 5.0x in 2019, as we previously expected."

The setback stems from a significant reduction in volumes and
prices, to below the cost of operations, from the Italian telecom
operators from which Almaviva derives about two-thirds of its
domestic CRM revenues. The telecom operators increasingly offshore
volumes in Albania, that is, outside both the EU and Almaviva's
areas of operation.

S&P said, "Although Almaviva has invested in resources in Romania
to help it address the tough competitive offshore environment and
low prices, we now expect Italian CRM EBITDA to be negative EUR11
million-EUR12 million, against our previous forecast of negative
EUR4 million-EUR5 million. This partially offsets the stronger
performance of the company's other operations.

"As a result, we revised down our reported EBITDA margin
assumptions for 2019 to 9.9% from 12%. This implies an S&P Global
Ratings-adjusted 2019 FOCF of about EUR11 million, down from EUR25
million. Our calculation incorporates ongoing annual working
capital requirements of about EUR20 million, despite capital
expenditure (capex) being slightly lower than expected at about
EUR21 million-EUR22 million.

"Despite stronger performance from its IT division and Brazilian
CRM operations, we anticipate that the company will maintain its
S&P Global Ratings-adjusted leverage above 5.0x in 2019 (5.1x),
versus reducing it to about 4.5x, as we previously assumed.

"The IT division is still the group's main growth driver and has
outperformed expectations since 2017. Profitability improved to
12.2% in 2017, outperforming our estimate of 10.3%, and to 13.9%
from the estimated 13.0% in 2018. We expect the reported EBITDA
margin to remain above 13% in 2019."

The IT divisions benefitted from the Italian Digital Agenda &
Public Connectivity System (SPC) framework agreement, which was
signed in 2017. This agreement is EU-sponsored and therefore
insulated from government budget cuts. Almaviva also benefitted
from a significant increase in contract value--a combined EUR613
million of new contracts were signed in 2018 and EUR322 million of
new contracts were signed in the first half of 2019. Of these,
about a third are from the SPC framework.

About EUR1.5 billion-EUR2.0 billion of additional new public
administration tenders are likely to be released in the coming
months, of which Almaviva expects to gain 20%-25%. This is not
factored into S&P's forecast. Almaviva also expects to renew its
contracts with one of its biggest customer, Gruppo Ferrovie dello
Stato; it was awarded its first tender from this customer, which
covers traffic planning and management, in mid-2019. The next two
Gruppo Ferrovie dello Stato tenders have been issued and are
expected to close at the end of 2019 and in the first half of 2020.
New tenders are expected by the end of 2019 and 2020.

Although adjusted leverage could ultimately drop below 5x, thanks
to ongoing operational improvements in Brazilian CRM activities and
solid performance of the IT division in Italy, S&P now anticipates
that it would be no earlier than 2020. Until a sustained turnaround
in Italian CRM is achieved, the division's negative performance
adds a degree of uncertainty. S&P understands that Almaviva is
working with the Italian government to find a suitable solution for
managing volume allocation in Italy/EU/outside EU, and to guarantee
fair tariffs in line with labor costs. Any failure to reach an
agreement with clients on volumes and adequate tariffs would entail
significant restructuring costs and would prevent the company from
improving its metrics in the near term.

S&P's view of Almaviva's business risk remains constrained by:

-- The group's overall low EBITDA margin. Margin improved to 10%
    in 2018, from 8% in 2017, but suffered from the domestic CRM
    activities. The IT division's margin are, however, in line
    with S&P's main rated IT services peers at 13%-14%.

-- Low adjusted EBITDA and margin, mainly resulting from
    capitalized development costs (about EUR14 million in 2018),
    which S&P factored into our adjusted EBITDA margin
calculation;
    a rigid cost structure, in which personnel represent about
    60% of total costs; the negative EBITDA contribution of the
    domestic CRM business, due to economic dumping; and the
    turnaround in Brazilian CRM activities, which entailed
    restructuring costs and staff training to cope with the
    demand and growth objectives.

-- Relatively small size in its markets gives it few
    opportunities for economies of scale (by revenue,
    it is the No. 6 IT services player in Italy), especially
    in CRM (where it is a distant No. 2 in Italy and in Brazil).

-- Substantial concentration of revenues by customer and
    industry. Although it has improved, the 10 largest
    customers accounted for about 63% of group revenue, and
    the largest one accounted for 23% of 2018 revenues.
    The domestic and Brazilian CRM business is also very
    dependent on the telecom sector (about two-thirds of
    CRM revenues).

-- Moderate revenue predictability, as total recurring
    revenue only represent 25% of the total group. That said,
    the growing IT backlog has raised recurring revenues in
    IT services to about 50% of IT revenues, from 40% in 2016;
    and Brazilian CRM volumes have become more predictable
    following the recent liberalization of outsourcing services
    in Brazil and the absence of offshoring risk compared
    to Europe.

-- Revenue seasonality, due to the contractual nature
    of the group's business.

-- Exposure to currency swings in Brazil, where it generates
    about 30% of total revenues.

These weaknesses remain partly offset by:

-- Almaviva's established position within Italy's public sector
    (managing critical domestic assets, with transportation and
    public administration representing more than 50% of 2018
    revenues), its breadth of owned mission-critical proprietary
    solutions (over 25 owned proprietary software and technology
    products), and subsequent limited foreign competition for
    public IT services due to heavy regulatory barriers and
    tender requirements.

-- Solid win rates for tendered contracts; long-lasting
    contract relationships with blue-chip clients; and
    consistently strong contract renewals in IT services, given
    the high switching costs of the mission-critical services
    it provides.

-- Its development of distinctive, proprietary technology
    in Artificial Intelligence (AI) via Almawave (IRide suite),
    which gives it the ability to cross-sell across its
    two main segments.

-- Limited offshoring risk in Brazil, in S&P's view,
    because Brazil is the only Portuguese-speaking country
    in the region.

-- Growth prospects supported by healthy market fundamentals,
    in particular in IT (supported by the Italian public
    sector's digital agenda and strong backlog) and Brazil
    (where a recent law makes it easier for clients to
    outsource services, in a market where CRM remained
    predominantly in-house).

S&P said, "The stable outlook reflects our view that Almaviva
successfully, if gradually, turned around its CRM in Italy. Ongoing
progresses in IT and CRM Brazil will support growing EBITDA and
FOCF at group level, allowing the company to maintain a solid cash
position and gradually improve its metrics. We expect reported
EBITDA margins of about 10%, adjusted debt to EBITDA of about 5.1x,
and an adjusted FOCF-to-debt ratio of about 2.7% in 2019.

"We could lower our rating if we considered Almaviva unlikely to
reduce leverage, or if free cash flow generation reduced toward
breakeven. This could happen if the Italian CRM activities
experience further contract slowdowns and the situation worsens
requiring Almaviva to incur outsized restructuring costs. This
would weigh on EBITDA compared with our base case. It could also
happen if expected booking volumes in Brazil for the second half of
the year do not materialize, due to a tough competitive
environment. Alongside any adverse foreign exchange impact or
rising working capital, this could hinder the group's ability to
reduce leverage and translate into a sustainably weaker credit
profile.

"We could raise the rating if Almaviva become solid enough to
offset any volatility arising from its CRM operations, maintaining
adjusted debt to EBITDA sustainably below 5x, adjusted FOCF to
adjusted debt of at least 5%, and adjusted cash interest cover of
at least 3.0x."


BANCA CARIGE: Fitch Alters Outlook on CCC LT IDR to Positive
------------------------------------------------------------
Fitch Ratings revised the Rating Watch on Banca Carige S.p.A. -
Cassa di Risparmio di Genova e Imperia's Long-Term Issuer Default
Rating of 'CCC' to Positive from Evolving. Fitch has also placed
the Short-term IDR on RWP and affirmed the Viability Rating at
'f'.

The rating actions follow last week's approval by Carige's
Extraordinary General Meeting of a EUR700 million capital increase,
which is part of a scheme to rescue the bank alongside the issuance
of EUR200 million Tier 2 notes and the disposal of about EUR3.1
billion of non-performing loans.

The RWP on the Long-Term IDR reflects Fitch's view that the
successful execution of the rescue plan will avoid a resolution or
liquidation of the bank and significantly reduce the risk of losses
being imposed on senior creditors.

KEY RATING DRIVERS

IDRS, VR AND SENIOR DEBT

The RWP reflects that the envisaged transactions will significantly
strengthen the bank's credit profile and that Fitch could upgrade
the ratings once the transactions are completed.

Adjusting for the capital increase and balance sheet de-risking
would result in a pro-forma common equity Tier 1 of 15.0% and total
capital ratio of 16.8% as at end-1H19, which would be comfortably
above regulatory requirements. The disposal of EUR3.1 billion gross
impaired loans to Asset Management Company S.p.A. (AMCo,
BBB-/Negative, previously known as Societa per la Gestione di
Attivita SpA) would lead to a fall in the gross impaired loans
ratio to below 5% from 23% at end-June 2019. As a result of both
transactions, Fitch Core Capital encumbrance by unreserved impaired
loans would decrease to below 30% from over 187% at end-June2019.
At these levels, Carige's metrics would be better than most
domestic peers.

Fitch believes that the successful execution of the capital
increase and balance sheet de-risking could also contribute to
strengthen the bank's liquidity position and lead to a
normalisation of its funding, including through improved access to
the debt markets.

Carige's Long-Term IDR is above its VR because Fitch believes that
the probability of a default on the bank's senior obligations is
less likely than the bank needing and receiving extraordinary
support to restore its viability.

The VR of 'f' reflects its view that the capital increase is
necessary to restore the bank's viability. This is because Carige's
end-June 2019 total capital ratio of 10.7% was in breach of both
the Total SREP Capital requirement of 11.25% and the Overall
Capital Requirement of 13.75%. Accordingly, the envisaged capital
increase represents an extraordinary provision of support under
Fitch's criteria.

The VR also reflects its view that under the temporary
administration, Carige's commercial effectiveness in terms of
business volumes and revenue has further weakened. Fitch also
believes that in the absence of the government guarantee on EUR2
billion of senior debt issued in January 2019, the bank's funding
would have been highly unstable.

Carige's senior unsecured debt rating is rated two notches below
the Long-Term IDR based on an estimated Recovery Rating of 'RR6'.
Poor recovery prospects for senior unsecured bond holders in a
hypothetical liquidation result from the combination of full
depositor preference in Italy and the bank's liability structure,
which relies heavily on customer deposits and secured or other
forms of preferred funding.

The RWP on the Short-Term IDR reflects that it could be upgraded if
Carige's Long-Term IDR is upgraded to 'B-' or above.

DEPOSIT RATING

Carige's Long-Term Deposit Rating is in line with the bank's
Long-Term IDR. Fitch does not grant any Deposit Rating uplift
because in its opinion, current debt buffers might not be
sustainable over time given significant reliance on senior
state-guaranteed debt with reasonably short maturities, the bank's
weak standalone credit profile and very uncertain access to the
unsecured debt market.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating and Support Rating Floor reflect Fitch's view
that although external support from the government is being
provided and further support is possible, this cannot be relied
upon in the longer term. In the event that the bank is deemed by
the authorities to have become insolvent and unviable, external
sovereign support in the form of a precautionary recapitalisation
would not be available. The EU's Bank Recovery and Resolution
Directive and the Single Resolution Mechanism for eurozone banks
provide a framework for the resolution of banks that requires
senior creditors to participate in losses, if necessary, instead of
or ahead of a bank receiving sovereign support.

RATING SENSITIVITIES

IDRS, VR AND SENIOR DEBT

Fitch expects to resolve the RWP on Carige's Long-Term IDR and
re-assess the bank's standalone credit profile once the capital
strengthening and balance-sheet clean-up are completed. The extent
of any upgrade will depend on its assessment of the bank's
capitalisation and asset quality after the transaction, future
business profile and long-term earnings potential, as well as
initial evidence of funding and liquidity normalisation.

The notching of the senior debt rating from the Long-Term IDR could
narrow, and the Recovery Rating could be revised upwards, if there
are significant increases in the volume of more junior or
equally-ranking debt levels.

DEPOSIT RATING

The long-term Deposit Rating is primarily sensitive to changes in
the bank's Long-Term IDR. The Deposit Rating is also sensitive to a
change in Fitch's opinion regarding the size and sustainability of
senior and junior debt buffers over time.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor would be contingent on a positive and sustainable
change in the sovereign's propensity to support Carige in the
longer term. While not impossible, this is highly unlikely, in
Fitch's view.


UNIPOL BANCA: Fitch Withdraws BB LT IDR on BPER Banca Merger Deal
-----------------------------------------------------------------
Fitch Ratings affirmed Unipol Banca S.p.A.'s Long-Term Issuer
Default Ratings at 'BB' with Positive Outlook and maintained the
Viability Rating of 'b' on Rating Watch Positive. All ratings have
simultaneously been withdrawn.

KEY RATING DRIVERS

IDRs and SUPPORT RATING

The Long-Term IDR of Unipol Banca is aligned with its parent's,
BPER Banca S.p.A., reflecting its integration and merger into BPER
by end-2019.

The Support Rating reflects Fitch's expectation of a moderate
probability of support from BPER. BPER's full ownership of the bank
and the high reputational risk that a default of Unipol Banca would
carry for the parent contribute to its assessment of support
propensity. However, the ability of BPER to support Unipol Banca is
limited by its standalone creditworthiness, as reflected in the
parent's 'bb' VR.

VR

The VR of Unipol Banca reflects its business model as a traditional
commercial bank, nominal domestic franchise and gradual recovery in
financial performance following its restructuring completed in
1Q18.

Fitch believes that the bank is keeping asset quality under
control, with an impaired loans ratio of around 8.7% at end-June
2019. The loan portfolio bears some concentration risks, due to
legacy exposures in the higher-risk real estate and construction
sectors. This leaves Unipol Banca's capitalisation still not being
entirely commensurate with risks, in Fitch's view, despite the
benefits of the recent spin-off of doubtful loans.

Operating profitability remains weak. A full turnaround of the
bank's profitability has not yet been achieved and Fitch still
believes the bank's ability to generate profits is sensitive to
economic and interest rate cycles.

Unipol Banca is mainly deposit-funded and its deposit franchise
should benefit from its integration into BPER.

The RWP reflects plans to fully merge Unipol Banca into BPER, which
has a higher VR of 'bb', as well as Fitch's view that the latter
will not be materially impacted by the acquisition of Unipol Banca
and the subsequent merger.

RATING SENSITIVITIES

Not applicable.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The IDRs of Unipol Banca are driven by institutional support from
BPER Banca S.p.A.




===================
L U X E M B O U R G
===================

FLINT HOLDCO: S&P Lowers ICR to 'CCC+' on Refinancing Risks
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Flint
Holdco to 'CCC+' from 'B-', as well as its issue ratings on its
first-lien facilities to 'CCC+' from 'B-', and its second-lien
facilities to 'CCC-' from 'CCC'.

S&P said, "The downgrade reflects our view that the current capital
structure is unsustainable in the long term, with relatively high
refinancing risks." Flint's EUR103 million RCF is due in September
2020, which will be automatically extended by six months if total
net leverage ratio as of June 2020 is equal to or below 5.25x
(including pro forma addbacks of up to 22.5% of the reported EBITDA
in past 12 months). As of June 2019, the covenant was at 5.75x. The
extension of the RCF depends on a swift recovery in operating
performance, which may be challenging in the current softening
macro-economic environment.

Moreover, there is a material maturity looming with the RCF due in
March 2021, if extended, and the more than EUR1.6 billion
first-lien term loan due in September 2021. S&P views the
refinancing risk as relatively high given the company's current
weak performance. Successful refinancing depends on favorable
market conditions in the global packaging industry and a swift
improvement in the group's operating performance. Although S&P
factors in some potential for improvement in profitability and cash
flow generation given recent restructuring efforts, this might not
be sufficient to secure the timely and successful refinancing of
the term loan maturities in 2021.

Flint underperformed in first-half 2019, with a significant decline
in EBITDA and cash flow generation, which will result in very high
leverage, with S&P Global Ratings-adjusted debt to EBITDA higher
than 9.0x in 2019. During first-half 2019, group sales declined by
5.3% and adjusted EBITDA was down by more than 10% compared with
the same period in 2018, excluding International Financial
Reporting Standards 16 effects and after restructuring costs. This
stems from weakened market demand for packaging products and a
continued decline in print media (CPS business), with
larger-than-expected restructuring expenses.

Free operating cash flow (FOCF) also weakened significantly to
negative EUR58.6 million in first-half 2019, down from positive
EUR7 million in first-half 2018. This was mainly due to a decline
in EBITDA and higher-than-expected working capital outflows. There
is potential for improvement from second-half 2019, spurred by a
potential decline in raw material prices, benefits to be reaped
from extensive restructuring measures, as well as more efficient
working capital management. S&P expects EBITDA interest coverage to
remain at about 2.0x and cash FOCF to turn positive from 2020.

S&P said, "Business risk, especially our profitability assessment,
has weakened. Flint has not been able to recover its EBITDA margin
as we previously expected. Challenging market conditions and large
restructuring costs at the CPS business, which is suffering from a
structural decline as consumers migrate toward digital formats,
continue to weigh on EBITDA margin in 2019. Furthermore, both
absolute EBITDA and margin declined in the packaging business in
first-half 2019 due to weakened market demand, compared with our
previous expectation of moderate growth, which was anticipated to
offset the continuous decline at CPS. We forecast an adjusted
EBITDA margin of 10.5%-11.0% for the group in 2019-2020, which is
below the industry average and the 13.5%-14.5% seen in 2012-2013.

"Our assessment of Flint's business risk is supported by its
leading market positions in supplying inks and sundries to both the
packaging and printing industries, with a strong reputation for
technical performance and service quality. It also factors in the
group's good end-market and geographic diversification (more than
45% outside of Europe), and its low customer concentration. In
addition, Flint has been shifting its portfolio from declining
print media to the expanding packaging and digital printing
business, which now accounts for 85% of the group's EBITDA."

Flint completed the separation of its two businesses last year. CPS
and packaging now operate as completely distinct legal entities,
with their own boards and management. This will facilitate
potential asset disposals, if needed.

The negative outlook reflects the risks of a delay in the
improvement of EBITDA and cash flow generation, which could lead to
near-term liquidity issues.

S&P said, "We could lower the rating if Flint's operating
performance does not improve and the company encounters difficulty
in extending its RCF in June 2020, which will then become due in
September 2020.

"We could revise the outlook to stable if Flint successfully
addresses its near-term liquidity risks and improves its operating
performance, supported by cost structure improvements derived from
ongoing restructuring measures, while maintaining at least neutral
FOCF."




=====================
N E T H E R L A N D S
=====================

BRIGHT BIDCO: Moody's Lowers CFR to Caa1 & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Bright Bidco B.V. to Caa1 from B3 and the probability of default
rating to Caa1-PD from B3-PD. Moody's also downgraded to Caa1 from
B3 the senior secured term loan B and the $200 million senior
secured revolving credit facility, both with BBBV as the borrower.
At the same time, the outlook on the ratings changed to negative
from stable.

RATINGS RATIONALE

Moody's downgraded the ratings to Caa1 following extremely
challenging conditions in BBBV's core end-markets automotive and
consumer LED, resulting in a worse than expected operating
performance and a high cash burn in the first six months of 2019.
As a result, BBBV's cash on the balance sheet decreased from $ 119
million at year end 2018 to $ 54 million at the end of Q2 2019.

Gloomy industrial conditions in Q3 2019 and significant
uncertainties regarding the recovery of the automotive sector in
the coming months, could offset BBBV's cost cutting efforts and
might further deteriorate the company's financial situation in the
context of a highly leveraged capital structure. Consequently,
Moody's adjusted debt / EBITDA is now expected at approximately 14x
at year-end 2019 and 10x at the end of 2020 (vs. 7.5x at the end of
2018) and beyond the requirements for the previous B3 rating
category. The leveraged capital structure offers currently limited
headroom for performance deviations.

BBBV's liquidity is still supported by a $200 million revolving
credit facility (RCF), of which $184 million were available at the
end of Q2 2019. However, against the backdrop of the high cash
burn, the limited headroom under its springing covenant (quarterly
tested if >30% are drawn) and the existing economic
uncertainties, Moody's regards the company's liquidity as weak.

Furthermore, the Caa1 rating reflects a capital structure which has
been further leveraged due to BBBV's shareholder oriented financial
policy, evidenced by material, debt funded dividend payments
totaling to $523 million since July 2017, when the company was spun
off from Philips. Additionally, the elevated indebtedness weighs on
BBBV's cash flow generation as interest expenses consumed $52
million of BBBV's company adjusted EBITDA of $62 million in H1
2019.

As a credit positive, Moody's continues to appreciate BBBV's
well-established brand, broad product portfolio, technological
leadership in its market and high R&D efforts, which could be an
appropriate measure to differentiate itself on innovations against
low-cost competitors.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects that the likelihood that a
continuation of challenging market conditions could offset the
company's cost cutting efforts and limit its ability to generate
positive FCF in the foreseeable future. Consequently liquidity
might continue to erode while covenant headroom for the $200
million RCF becomes increasingly tight.

WHAT COULD CHANGE THE RATING UP / DOWN

Moody's could change the rating down if (1) company's liquidity
further deteriorates, while sustained weak profitability diminishes
the headroom to its covenant; (2) limited support of BBBV's
shareholder, which could increase the likelihood of a financial
restructuring; (3) the company fails to achieve a positive EBITA
margin in 2020.

Moody's would likely stabilize the outlook if BBBV's operating
performance and cash flow generation over the coming quarters
result in a more comfortable liquidity position. Moody's could
change the rating up if (1) the company's efficiency programs,
supported by the recovery of the sentiment in BBBV's core markets,
result in positive FCF generation; (2) Debt/EBITDA moves
sustainably below 6.25x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


KETER GROUP: S&P Lowers ICR to 'CCC+' on High Debt Leverage
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on Household product manufacturer Keter Group B.V. to
'CCC+'. The recovery ratings on the term loan and revolving credit
facility (RCF) remain '3'.

S&P said, "The downgrade reflects our view that Keter's credit
metrics and FOCF generation will remain weak until the end of 2020.
Keter is facing external pressures and the implementation of its
internal transformation plan, Keter 2.0, is only at the beginning.
We now believe that in the next 12-18 months, adjusted debt to
EBITDA will remain above 20x--or above 10x without shareholder loan
and preference shares (the non-common equity instruments [NCE] that
we treat as debt)--and FFO cash interest coverage will remain below
2.0x, which we view as unsustainable levels.

"Following a very weak operating performance in 2018, Keter's
profitability remained subdued in the first half of 2019 due to the
time it takes to implement a turnaround of production and
distribution. Although we note that the revenue base has been
resilient and continues to grow, with new orders coming mostly from
North America, we believe the group's profitability will take time
to recover. We now forecast profitability of around 10%-11% in 2019
and 2020.

"We believe that Keter may face continued volatility on the price
of its main raw material, polypropylene, which is derived from oil.
Keter has some short-term hedging contracts in place, and while it
is able to pass some price increases to customers, it still has to
absorb some of them.

"In addition, Keter operates mostly in mature markets, which we
believe are facing weakening consumer confidence. Although Keter
has an established position in its main markets of Europe and the
U.S., we believe it is not immune to marketwide disruptions, and
that this may constrain its topline growth in the coming years.
Retailers--Keter's main clients--are facing a very tough
environment, and we believe this means an increasingly difficult
negotiation position for suppliers such as Keter.
However, we recognize that Keter's management team and its
private-equity sponsor BC Partners are putting in place a
transformation plan, Keter 2.0, designed to address and rectify the
internal challenges the company has faced since 2018.
The company is taking steps to simplify its internal organization,
which became more complex as Keter grew quickly through four
acquisitions since 2016. It is also increasingly using the cheaper
and less volatile regrind polypropylene as a substitute for
polypropylene. We believe this would help reduce the strain on cost
of goods sold.

"In addition, we recognize that Keter has a strong innovation
pipeline, and that this can help mitigate some market turbulence.
For example, its Milwaukee premium toolbox storage is very
successful, and the company believes it will generate significant
revenues in 2019."

However, the significant transformation plan is not yet leading to
a strong rebound in credit metrics.

S&P said, "In our new S&P Global Ratings base case, we are
forecasting an improvement in the EBITDA base of EUR50 million in
2020 compared with 2018, owing to the implementation of Keter 2.0.
However, even including the expected EBITDA increase, our adjusted
debt leverage remains above 20x with the NCE instruments, or above
10x excluding them, in the next 12-18 months. This reflects the
strong downward rebase of 2018, as well as the potential external
challenges. We also believe that the company is increasingly
reliant on milder external conditions to help its recovery, in
addition to its internal transformation.

"Positively, we note that refinancing risks are limited, as the
senior loans are not due until 2023, which gives the company four
years to implement its turnaround plan and face external
challenges.

"The stable outlook reflects our expectation that Keter will be
able to fund its day-to-day operations despite large intra-year
working capital needs, that it will gradually implement its
transformation plan and improve its S&P Global Ratings-adjusted
EBITDA margin to about 10%-11% in the coming 12-18 months. We
believe FOCF will still be negative in 2019 and 2020, due to some
working capital increases, capital expenditure (capex) needs, and a
lower level of EBITDA than we previously anticipated."




===========
S E R B I A
===========

SERBIA: Fitch Raises LongTerm IDRs to BB+, Outlook Stable
---------------------------------------------------------
Fitch Ratings upgraded Serbia's Long-Term Foreign- and
Local-Currency Issuer Default Ratings to 'BB+' from 'BB'. The
Outlook is Stable.

KEY RATING DRIVERS

The upgrade of Serbia's IDRs reflects the following key rating
drivers and their relative weights:

HIGH

There has been a consolidation of the more stable macroeconomic
position of recent years, underpinned by the IMF Policy
Coordination Instrument in place since July last year (and which
followed the 2015-2018 IMF Standby Arrangement). Inflation remains
low and relatively stable, at 1.3% in August and averaging 2.1% in
2019, and inflation expectations are well anchored, which allowed
the National Bank of Serbia to cut its main policy rate by 50bp
since June to 2.5%. Fitch forecasts a gradual rise in inflation to
the NBS central target of 3.0% in 2021. The exchange rate has
continued to be broadly stable this year, with NBS increasing net
FX purchases since June (to a total EUR2.0 billion in 2019,
compared with EUR1.6 billion in 2018) in response to some
appreciation pressures on the back of strong capital inflows.
Serbia's foreign exchange reserves rose to EUR13.1 billion in
August, from EUR11.3 billion at end-2018, enhancing its resilience
to external shocks.

The government has maintained fiscal discipline following the large
consolidation effort that delivered general government surpluses
averaging 0.9% of GDP in 2017-2018, from a deficit of 6.2% in 2014
(which included a 3.5% of GDP reduction in spending on wages and
pensions). Fitch forecasts a further outperformance against the
government deficit target of 0.5% of GDP in 2019-2021. In 1H19 the
fiscal surplus reached 0.7% of GDP supported by buoyant tax revenue
growth, and Fitch forecasts a full-year surplus of 0.1% due to
back-ended spending on roads projects together with an additional
public sector wage increase and pension payment. Fitch anticipates
a broadly flat fiscal balance in 2020 and 2021, with deficits of
0.1% and 0.2% respectively, as higher capital and social
expenditures (in part related to next April's parliamentary
election) are offset by robust revenue growth and debt interest
savings. These deficits still compare favourably with the current
'BB' median of 2.9% of GDP.

Fitch has greater confidence that general government debt is on a
firmly downward path, which Fitch forecasts at 46.2% of GDP in
2021, down from 54.5% in 2018 (and a peak of 71.2% in 2015), close
to the current 'BB' median of 44.6%. Risks to fiscal policy beyond
the January 2021 expiration of the IMF PCI are partly mitigated by
the strong political priority that the government attaches to
meeting its fiscal targets, and by its expectation that fiscal
rules will be developed during the remainder of the PCI. Under its
longer-term debt projections, which assume average GDP growth of
3.0% from 2019-2028 and a 1.1% of GDP deterioration in the primary
surplus between 2021-2026, general government debt declines
steadily to 37.4% of GDP in 2028.

There has been a moderate improvement in Serbia's public debt
structure. Around 75% of new debt issued in 2019 is
dinar-denominated (from 65% last year) and there has been further
repayment of more expensive US dollar-denominated bonds (totalling
USD1.75 billion). The overall FX-share of outstanding public debt
fell to 72.5% in July, from 77.0% at end-2017, although it is still
well above the current 'BB' median of 55.2%. The average maturity
of central government debt has also lengthened to 6.2 years from
5.1 at end-2016, locking in more favourable financing conditions;
June's 10-year EUR1 billion Eurobond issuance had a record low
yield of 1.62%, and the average cost of central government debt is
projected to fall to 3.6% at end-2019, from 4.5% at end-2016.

MEDIUM

There has been a further improvement in the credit fundamentals of
the banking sector, particularly on asset quality, which has helped
support stronger lending growth, of 10.1% in July. The NPL ratio
fell to 5.0% at end-July, from 5.7% at end-2018 (and 21.6% in
2015), while the coverage ratio has been broadly stable with IFRS
provisions at 61.3%. The sector is well capitalised, with a Common
Equity Tier 1 ratio of 22.1% at end-June, up from 21.1% six months
earlier and profitability has been robust, with a return on equity
of 10.0% in 1H19. Progress in addressing weaknesses in state-owned
banks (which account for 16% of total banking sector assets)
remains mixed, although the sale of the government's 82% share of
Komercijalna Banka, Serbia's third-largest bank, is advancing in
line with the year-end target.

Serbia's 'BB+' IDRs also reflect the following key rating drivers:

Serbia's governance, ease of doing business, and human development
indicators compare favourably with the peer group medians. Public
debt reduction is supported by a large and stable tax base, and the
IMF PCI provides a near-term policy anchor for further
strengthening of macroeconomic fundamentals. Set against these
factors are Serbia's lower GDP growth potential, higher public
debt, greater share of foreign-currency denominated debt, and
higher net external debt relative to the peer medians. The current
account deficit, at 5.2% of GDP in 2018, is also wider than the
'BB' median of 3.0% (partly reflecting a low savings rate of 13.2%
of GDP) although it has been fully covered by strong FDI flows in
recent years.

GDP growth slowed to 2.8% in 1H19, from 4.3% in 2018, due to
weakening external demand, the impact of 100% tariffs applied by
Kosovo, and one-off factors in the chemicals and oil sectors. Fitch
expects a pick-up in 2H19, taking full year growth to 3.2%, due to
the fading of these transitory factors, positive labour market
dynamics (employment and private sector wages rose 2.6% and 10.5%
respectively in 1H19), and stronger public sector and construction
investment. Fitch forecasts an increase in GDP growth next year to
3.6% partly due to base effects and some recovery in demand from
Germany and Italy (which account for 22.6% of Serbia's exports)
followed by a modest slowdown to 3.3% in 2021 as economic slack is
steadily absorbed. GDP growth averages 2.9% in 2015-2019, compared
with the 'BB' historic median of 4.2%, and unfavourable
demographics and weak total factor productivity growth contribute
to Serbia's lower growth potential than peers.

Exports have held up relatively well in the face of further
eurozone weakness (up 8.5% in 1H19), and Fitch has maintained its
2019 current account deficit forecast of a 0.3pp widening to 5.5%
of GDP, driven by some moderation in export volumes, a higher net
primary income deficit, and strong FDI and consumption lifting
imports. Fitch expects a narrowing of the deficit, to 5.0% in 2021,
as external demand recovers. Net FDI continues to grow strongly, at
EUR1.8 billion in 1H19 (8.0% of GDP annualised, from 7.5% in 2018)
and its forecast for a moderation (to an average 5.7% of GDP in
2019-2021) would still cover the current account deficit. Risks are
also mitigated by the high capital and export-orientated content of
imports. Fitch projects international reserves at 4.6 months of
current external payments in 2021, from 4.5 in 2018 and similar to
the current 'BB' median of 4.3, and for net external debt at 24.1%
of GDP in 2021 to remain above the peer group median of 17.3%.

Fitch expects broad continuity in policy and governance. Opinion
polls indicate that President Vucic is a strong favourite to remain
in power after April's elections. The widespread protests against
the government earlier this year relating to issues of rule of law
and media freedom have abated, although the elections represent
another potential flashpoint. Progress towards the 2025 target EU
accession has slowed, with the chapters on rule of law and Kosovo
the most problematic. Relations with Kosovo remain severely
strained, with no dialogue currently and little sign of a
compromise on a potential land swap agreement. More generally,
Serbia's structural reform progress has been much slower than its
macroeconomic adjustment. Recent progress has been made in tax
administration and public investment management but the
introduction of a new public sector wage system has been delayed
and SOE corporate governance remains weak. Despite the added
momentum from the PCI Fitch does not anticipate a marked quickening
of reforms, a key factor limiting Serbia's potential GDP growth.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Serbia a score equivalent to a
rating of 'BBB-' on the Long-Term FC IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
rated peers, as follows:

  - Macroeconomics: -1 notch, to reflect a) structural rigidities
and relatively weak medium-term growth potential, including from
adverse demographics, the large and inefficient public sector,
relatively high unemployment, a large informal economy, low savings
rate, and aspects of the business environment and administrative
capacity that hinder productivity, and b) its expectation that
structural reform progress will remain slow, particularly beyond
the expiration of the IMF PCI.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

RATING SENSITIVITIES

The following factors may, individually or collectively, result in
positive rating action:

  - An improvement in medium-term growth prospects for example from
structural reforms, increasing the pace of convergence in GDP per
capita with higher rated peers.

  - Sharper reduction in the government debt-to-GDP ratio.

  - Marked reduction in net external debt/GDP.

The following factors may, individually or collectively, result in
negative rating action:

  - Rising government debt/GDP, for example due to a significant
fiscal loosening and/or weaker GDP growth.

  - Worsening of external imbalances leading to increased external
liabilities.

  - A recurrence of exchange rate pressures leading to a fall in
reserves and a sharp rise in debt levels and interest burden.

  - A deterioration in the political environment and governance,
negatively impacting the economic outlook.

KEY ASSUMPTIONS

  - Global macroeconomic developments are in line with Fitch's
quarterly Global Economic Outlook.

  - Fitch assumes that EU accession talks will remain an important
policy anchor.




===============
S L O V E N I A
===============

ADRIA AIRWAYS: Fraport to Replace Most Flights Lost in Collapse
---------------------------------------------------------------
Marja Novak at Reuters reports that Ljubljana airport should be
able to replace most flights lost in the collapse of Slovenia's
Adria Airways within a year and a half, its manager and owner
Fraport said on Oct. 1.

According to Reuters, Zmago Skobir, business director of Fraport
Slovenia, told a news conference Fraport is in talks with airlines
to replace Adria flights, which accounted for 11 of 29 regular
routes serving Ljubljana.

"There is demand for these destinations and we have received the
first signals that they will be replaced," Reuters quotes Mr.
Skobir as saying.

Bankrupt Adria, which is owned by German investment firm 4K Invest,
owes EUR4 million (US$4.36 million) to Fraport, Reuters discloses.

Still, Fraport Slovenia expects to end the year in profit and does
not does not plan to cut staff, Reuters notes.

"Slovenia will be less connected to the world and that will mean
that its competitive advantages will be reduced," Bogomir Kovac, a
professor of Ljubljana's Faculty of Economy, told Reuters.

The government is contemplating establishing a new airline but Mr.
Kovac, as cited by Reuters, said he does not believe that will
happen, noting the government did not react in recent months to
signs that Adria was in trouble.

As reported by the Troubled Company Reporter-Europe on Oct. 1,
2019, Reuters related that Slovenian airline Adria Airways has
filed for bankruptcy and canceled all flights, it said in a
statement on Sept. 30, after financial problems forced it to ground
most of its planes over the last week.  "Bankruptcy proceedings
were initiated by the management of the company because of the
company's insolvency," Reuters quoted Adria, which is owned by
German investment firm 4K Invest, as saying.  According to Reuters,
Slovenia's Economy Minister Zdravko Pocivalsek said Adria's
collapse was very damaging to Slovenia's economy and tourism
industry.




===========
T U R K E Y
===========

GARANTI BBVA: S&P Withdraws 'B+' Long-Term Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings withdrew its 'B+' long-term issuer credit rating
on Garanti BBVA (Garanti) and its 'B+/B' long- and short-term
issuer credit ratings on Garanti Finansal Kiralama (Garanti
Leasing).

The ratings were withdrawn at the bank's request.

At the time of the withdrawal, the outlooks on both Garanti and
Garanti Leasing were negative.




=============
U K R A I N E
=============

UKRAINE: S&P Hikes Global Scale Sovereign Rating to 'B'
--------------------------------------------------------
On Sept. 27, 2019, S&P Global Ratings raised its global scale
long-term foreign and local currency sovereign ratings on Ukraine
to 'B' from 'B-' and its Ukraine national scale ratings to 'uaA'
from 'uaBBB'. S&P affirmed the short-term ratings at 'B'. The
outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectation that
Ukraine's new government will preserve the macroeconomic reforms of
recent years while the economy recovers and general government debt
relative to GDP declines. As a result, Ukraine should retain access
to domestic and international capital markets, allowing it to meet
commercial debt repayments through 2020.

"We could consider a positive rating action if we see improvements
in growth, fiscal, and external metrics beyond our expectations. We
could also consider raising the ratings if inflation converges
toward the NBU's target, or if credit growth in real terms picks up
and capital controls are lifted."

Downward ratings pressure could build if disruptions to funding
from concessional programs or capital market access over the next
year call into question Ukraine's ability to meet large external
repayments. This in turn could happen if the government were to
backtrack on key reforms.

Rationale

Ukraine's economy continues to recover. The National Bank of
Ukraine (NBU) has augmented its FX reserves and restrained
inflation to below 10%; quasi-fiscal deficits at the state-owned
utility, Naftogaz, have been eliminated; and general government
debt-to-GDP continues to decline. Ukraine's new administration
appears committed to preserving these gains. S&P said, "Moreover,
we view positively the new government's intention to improve the
business environment and lift the moratorium on the sale of
agricultural land. In our opinion, these measures could pave the
way for higher foreign investment inflows into Ukraine, boding well
for the economy's growth and external leverage."

S&P said, "Our ratings on Ukraine reflect its low per capita income
and its challenging institutional and political environment. Our
ratings are also constrained by Ukraine's external refinancing
risks, reflecting its current account deficits and large external
repayment obligations relative to the NBU's FX reserves." The
banking system's large--albeit declining--stock of nonperforming
loans (NPLs) weighs on the sector's ability to support growth and
remains a credit weakness. The full lifting of capital controls, in
place since 2014, will be conditional on economic and policy
stability.

The ratings are supported by improving government finances,
reflected in the declining general government-debt-to-GDP ratio, as
well as Ukraine's ongoing implementation of reforms--such as
securing the independence of the NBU--which aid the government's
ability to access commercial debt markets and receive concessional
funding from international financial institutions (IFIs).

Institutional and Economic Profile: The implementation of the
president's reform program could pave the way for higher growth and
investment inflows into Ukraine

-- Ukraine's new president and government have signaled their
intent to continue reforms and engaging with IFIs for concessional
financing.

-- While a resolution of the conflict in the Donbas might be a
while away, there could be a de-escalation of tensions in eastern
Ukraine as relations with Russia thaw.

-- S&P projects real GDP will grow by 3.2% in 2019--revised higher
from 2.5%--and by an average of 3% annually over 2020-2022.

Political newcomer Volodomyr Zelensky was elected Ukraine's
president in April. His party--the Servant of the People--commands
a comfortable majority in the Rada, Ukraine's parliament, boding
well for the passage of his ambitious reform agenda. President
Zelensky and the new government have signaled their intent to
continue to engage with the IMF and other international financial
institutions. S&P believes by extension this implies a preservation
of gains made in recent years such as upholding the NBU's
independence, liberalizing gas prices to maintain profitability at
Naftogaz, pursuing lower fiscal deficits, and operationalizing
anti-corruption institutions.

The legislative agenda that President Zelensky aims to drive
through parliament includes lifting the moratorium on the sale of
agricultural land and measures to improve the business environment.
Some measures might prove contentious and are not guaranteed easy
passage; however, if implemented they could pave the way for higher
foreign investment inflows into Ukraine, particularly into its
large agricultural sector.

The NBU has shored up its FX reserves and the government has
retained access to commercial financing. While the immediacy of a
fresh IMF program has receded, for instance compared to late last
year, we would argue that such an arrangement serves to act as an
important signal to investors while also facilitating access to
funds from other IFIs at concessional rates. In this context, any
backtracking on previously implemented reforms could potentially
undermine Ukraine's prospects in securing or maintaining on track
any successive arrangement with the IMF. In the same vein, a
settlement with the former owners of Privatbank--which the state
nationalized in 2016 at a cost of $5.5 billion (nearly 6% of 2016
GDP)--could potentially hurt relations with the IMF and other
IFIs.

Relations with Russia, strained since 2014, deteriorated further
late last year following the Sea of Azov incident. More recently,
there has been a slight thaw between the two neighbors. As a sign
of goodwill, the two countries exchanged 35 prisoners and intend to
recommence talks under the Normandy format. While S&P does not
anticipate the implementation of the Minsk protocol in the near
term, there could be some de-escalation in the Donbas.

S&P said, "We have revised up our 2019 real GDP growth projection
to 3.2% (from 2.5% earlier) given the economy's strong performance
year-to-date, particularly in the second quarter, mostly on
domestic demand. Strong wage growth--reflecting net emigration
flows, labor mismatches, and minimum wage hikes--and remittances
support household consumption growth. The number of Ukrainians
working in Poland increased by over 40% in 2018 to 1.7 million,
with several hundreds of thousands working in other neighboring
countries, partly explaining domestic wage growth averaging more
than 10% over the past three years.

"Over 2020-2022, we project real GDP growth of 3% on average. In
our view, Ukraine would have to attract more investment flows from
abroad for a more meaningful and sustained pick-up in growth. In
this context, the current government's legislative efforts to
effect land reform could lift growth over our current projections
as could potential improvements in the business environment. We
note investment is just 19% of 2018 GDP, down from the peak of 30%
in 2007 prior to the global financial crisis. Another factor
inhibiting economic growth is the weak banking sector lending."
From 2014 to 2018, real credit growth to the private sector has
contracted cumulatively by nearly 65%. While headline credit growth
in 2017 and 2018 was positive, it was negative in real terms.

For decades, widespread corruption has weighed on Ukraine's growth
performance. The consequences of corruption include overpaying for
public procurement, a productivity shortfall in public sector
administration, and widespread underinvestment in the real economy
where rent-seeking deters competition. At an estimated $1,200 per
capita, foreign direct investment (FDI) compares poorly to that of
neighboring Poland, an EU member, where FDI per capita is seven
times higher. Corruption almost certainly affects domestic SMEs
more than it does large foreign multinationals. It also has
contributed to an exodus of Ukraine's most talented and productive
graduates to work abroad, an option facilitated by Poland's
liberalization of entry requirements in recent years.

Risks to S&P's growth projections include a slowdown in external
demand for Ukraine's key commodity exports and a flare-up of
geopolitical tensions with Russia.

Flexibility and Performance Profile: The government will meet its
large debt-service obligations in 2020 via a mix of concessional
and commercial financing

-- S&P anticipates that the government will continue to retain
access to capital markets to meet heavy FX redemptions in 2020.

-- S&P projects general government debt to GDP will decline to
below 50% in 2021 in both gross and net terms; S&P forecasts
payouts from the government's GDP warrants will be contained
through 2022.

-- The NBU has embarked on an easing cycle, however real interest
rates remain high and S&P projects inflation will continue to trend
toward the NBU's target.

The government met its large FX redemptions in 2019 via the
proceeds of Eurobonds, debt issuance against the World Bank
policy-based guarantee, and domestic bond issuance. Earlier in the
year, a Clearstream link was established opening up the domestic
local currency bond market to non-residents, who increased
purchases of hryvnia-denominated sovereign debt by $3.2 billion (to
June 2019) and who now hold about 11% of total hryvnia-denominated
government debt.

The move is positive for deepening Ukraine's bond market and for
sovereign capital market access. S&P said,"We also think that this
development could aid debt management by tilting the mix of
government debt away from foreign currency, in which about
two-thirds of total sovereign debt is currently denominated. Of
course, high non-resident participation in local currency debt can
magnify pressures on the exchange rate in times of stress. We
estimate that non-residents now hold about 50% of total government
commercial debt (Eurobonds and domestically issued paper)."

High real interest rates will continue to support local currency
issuance through 2020. In 2020, S&P expects Ukraine to be able to
continue to tap both international and domestic markets and to be
able to meet about $6 billion (4% of GDP) in external FX
redemptions during the year. Repayments toward government FX debt
in the domestic market total about $3 billion; S&P expect the
majority of this will be rolled over.

S&P said, "We project that the current account deficit will narrow
in 2019 to 2.8% (from 3.3% in 2018) as Ukraine benefits from
favorable terms of trade. From 2020, we project a widening of the
current account deficit as the contract between Gazprom and
Naftogaz for the transit of Russian gas through Ukraine expires in
January 2020, though we understand that talks are ongoing. We
project that some gas flows will continue to transit through
Ukraine in 2020 and 2021. Strong domestic demand will keep the
current account deficit over 3% of GDP over 2020-2022, and
remittance inflows will continue to aid current account receipts.
Given the prevalence of commodities in Ukraine's export basket,
price volatility tends to cause fluctuations in current account
receipts.

"We note that Ukraine's current account deficits are financed more
by debt-creating inflows and less so by FDI inflows, net of
round-tripping transactions (where capital leaves the country and
then is reinvested in the form of FDI). We anticipate a similar mix
over the forecast horizon through 2022. The NBU estimates that
round-tripping accounted for 20.6% of FDI inflows in 2018. We note
that, despite the prevalence of debt in Ukraine's external funding
mix, the economy's external liquidity and leverage have been
improving since 2014 as current account receipts and usable
reserves recover.

"We project that the NBU's FX reserves (net of the FX reserves
commercial banks are required to maintain with the NBU on their FX
liabilities) will cover about 2.5 months of current account
payments on average through 2022. In 2019 through August, the NBU
took advantage of an appreciating hryvnia to make net purchases of
nearly $3 billion. FX reserves reached $22 billion, up from $7.5
billion at end-2014. The NBU intervenes to avoid excessive
volatility and to augment reserves.

"In line with our expectation of Ukraine's continued engagement
with IFIs, we project that the general government deficit will stay
about 2% of GDP through our forecast horizon." The government
proposals for 2020 envisage defense spending of about one-fifth of
the total budget, and 15% on pensions. Dividends from state-owned
enterprises, in particular Naftogaz, and the NBU in recent years
have been important contributors to budgetary revenue. A
convergence of prices charged to end-consumers with market prices
has eliminated quasi-fiscal deficits at Naftogaz, aiding fiscal
consolidation since 2014 when the general government deficit was
10.3%.

General government debt to GDP is on a downward path as a result of
Ukraine's lower fiscal deficits and strong nominal GDP growth. The
appreciation of the hryvnia in 2018 further helped government debt
metrics. In line with S&P's macroeconomic and fiscal projections,
it forecasts that this ratio will decline to below 50% in 2021
compared to a peak of 81% in 2016. The forecast remains highly
sensitive to future exchange rate developments given that 67% of
Ukrainian government debt is FX-denominated.

S&P said, "GDP warrants issued by the government in 2015 represent
a contingent fiscal risk; that said, potential payouts through 2022
are relatively contained under our projections. The warrants pay
out two years after a year in which real GDP growth exceeds 3%; the
payout increases if growth exceeds 4%. Over our forecast horizon,
we project that government interest will increase only in 2021--by
0.06 percentage points of general government revenues--given our
expectation that real GDP growth will exceed 3% in 2019."

There is a residual risk for Ukraine's government balance sheet
from the 2013 $3 billion Eurobond, which was not restructured and
is held by Russia. S&P understands that a U.K. court's 2018
decision to grant a full trial for the case suggests a conclusion
may be years out. An adverse ruling and Ukraine's potential refusal
to pay in full could eventually lead to legal constraints on
Ukraine's ability to repay its commercial debt.

Since being significantly reformed in 2015 and gaining operational
independence, the NBU has had reasonable success in containing
inflation. It has also started gradually cleaning up the banking
system. With inflation on a downward trend, the NBU has started to
ease monetary policy with two rate cuts in 2019. With the key
policy rate now at 16.5%, real interest rates are still high. S&P
said, "Given our expectation of depreciation pressures on the
Ukrainian hryvnia from 2020 and pass-through into domestic prices,
as well as relatively strong wage growth, we forecast that
inflation will approach but stay outside the NBU's medium-term
target of 5% +/-1%. Imported energy prices could push inflation up
higher than we currently forecast." Broader macroeconomic
stability, a more stable exchange rate, and replenished FX reserves
should also enable the NBU to continue gradually easing its capital
account restrictions.

The Ukrainian banking sector returned to profitability in 2018, but
banks continue to grapple with very high NPLs. In April 2019, the
system's NPLs stood at 51.7% of total loans. S&P said, "We note
this figure is exacerbated by PrivatBank, which has NPLs amounting
to more than 80% of its loan portfolio, due to its corporate loan
book comprising almost entirely related-party lending. State-owned
banks comprise 70% of the system's NPLs. The government's strategy
for these banks includes a gradual clean-up and eventual
part-privatization of at least two of the four--Oschadbank and
PrivatBank. With reforms at all four state-owned banks
progressing--albeit at a slower pace at Ukreximbank and
Oschadbank--we do not expect any additional recapitalization needs
from the central government over the next year."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Upgraded; Ratings Affirmed  
                                         To      From
  Ukraine

  Sovereign Credit Rating               B/Stable/B   B-/Stable/B
  Ukraine National Scale                uaA/--/--    uaBBB/--/--
  Transfer & Convertibility Assessment  B            B-
  Senior Unsecured                      B            B-
  Senior Unsecured                      D            D




===========================
U N I T E D   K I N G D O M
===========================

ATNAHS PHARMA: S&P Assigns 'B-' Long-Term Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Atnahs Pharma, and its 'B-' issue-level rating to the term
loan.

Atnahs is an aggregator of off-patent, legacy-branded generic
pharmaceuticals acquired from large pharmaceutical companies. The
company's business model relies on careful product selection and
the ability to integrate these into its outsourced supply chain, as
well as marketing and selling organizations worldwide. Most of
Atnahs' portfolio comprises niche and older legacy products that
have lost patent protection, which are exposed to price erosion and
are experiencing gradual revenue decline.

Its portfolio is somewhat concentrated by product, although this is
partly offset by stock-keeping unit (SKU) and geographical
diversification. Its largest products, Bonviva (for the treatment
of osteoporosis in post-menopausal women) accounts for nearly 40%
of revenue. Meanwhile, Naprosyn and Anaprox (for pain management)
account for about 16% and Kytril (for the treatment of nausea and
vomiting associated with chemotherapy) about 11%. In S&P's view,
this concentration could create some volatility in operating
results, given the unpredictability of competition in generic
markets. In particular, if smaller local generic manufacturers
become more aggressive when aiming to increase their scale it could
erode Atnahs' pricing and market share faster than expected.

Atnahs' profitability is above average for generic drugs companies,
primarily because it has an asset-light operating model. It has
chosen to outsource its supply, manufacturing, and distribution.
This aids its margins and improves the flexibility of its cost
structure. At the same time, outsourcing these operations could
reduce control and result in unexpected supply disruptions or
suboptimal sales and distribution. S&P understands that the company
manages the risk through a dual-sourcing model and by partnering
with top-tier distributors.

The company's main strengths are its good relationships with
potential sellers, most of which are large pharmaceutical
companies; its ability to carefully select products and integrate
them into its outsourced supply chain; and its worldwide marketing
and selling organizations. In addition, it develops line extensions
and niche medicine in-house, which allows Atnahs to generate
additional value. Given its limited research and development
expenses, outsourced production and distribution, and price
stability, the company has generated average EBITDA margins of
about 50%.

In S&P's view, the company is still relatively small, especially
compared with other global pharmaceutical companies, although it is
growing fast via acquisitions. Its revenues increased to about
GBP120 million in 2019 from about GBP52 million in 2017. Atnahs'
business model focuses primarily on sourcing assets externally,
which exposes the company to a potential lack of suitable assets
and requires sufficient liquidity to finance these acquisitions.
S&P views the market for these assets as increasingly competitive,
which could lead to increased multiples and lower returns on
investments.

Atnahs' limited capital expenditure (capex), low working capital
requirements, and lack of dividends translate into a projected
robust free operating cash flow (FOCF) and discretionary cash flow
of GBP30 million-GBP40 million per year over the next 12-18 months.
EBITDA is estimated to be at least GBP60 million over this period,
suggesting that leverage will remain 5x-6x. Leverage is unlikely to
decline below 5x over the next two years given the uncertainty of
the drug pricing environment, and the need for future acquisitions.
S&P assumes that any excess cash will fund business development,
rather than debt reduction.

S&P said, "In our adjusted debt calculation for when the
transaction closes, we include a senior secured term loan B due
2026 of about EUR354 million. We do not deduct any cash from our
adjusted leverage figures."

The negative comparable rating analysis modifier reflects Atnahs'
operations. Its business model relies primarily on externally
sourced products to generate revenue and EBITDA growth and is
subject to the availability of target products in the market. S&P
said, "In our view, this could lead the company to overspend on
acquisitions and increase leverage above our base-case scenario.
Therefore, we think the company needs to establish a track record
of acquiring assets at reasonable valuations in what we view as
increasingly competitive market, and extract value from them."

S&P said, "The stable outlook indicates that we anticipate that
Atnahs' geographically diversified portfolio and the actions the
company has taken will protect it, to a certain extent, from price
erosion and loss of volumes. This will enable it to stabilize
organic revenue decline and maintain stable profitability.

"We also expect Atnahs to generate FOCF of at least GBP30 million,
enabling it to build resources with which to acquire assets to
support future growth and replenish lost sales from the existing
products portfolio. Our analysis factors in that the company
operates in an industry that relies on acquisitions to supplement
growth and to create scale, and as such will likely use any
available liquidity to pursue mergers and acquisitions (M&A).

"We could consider raising the rating if Atnahs makes prudent
acquisitions and successfully launches products that deliver
consistent revenue growth and stable margins, such that adjusted
debt leverage remains at 5x-6x, or lower.

"We would consider lowering the ratings if liquidity comes under
pressure and refinancing risk rises. This could occur if Atnahs
faces operational setbacks and significant increases in debt to
EBITDA. Operational setbacks would most likely be accompanied by
lower FOCF generation, unexpected tightening of reimbursement
terms, increasing competition that squeezes prices, or lower cost
synergies."


FINSBURY SQUARE 2019-3: Fitch to Rate Class F Notes 'CCC(EXP)'
--------------------------------------------------------------
Fitch Ratings assigned Finsbury Square 2019-3 plc's notes expected
ratings.

The assignment of final ratings is contingent on the final
documents conforming to information already received.

Finsbury Square 2019-3 PLC

Class A XS2053549056;  L TAAA(EXP)sf;  Expected Rating  

Class B XS2053549130;  LT AA(EXP)sf;   Expected Rating  

Class C XS2053549304;  LT A+(EXP)sf;   Expected Rating  

Class D XS2053549569;  LT A-(EXP)sf;   Expected Rating  

Class E XS2053549643;  LT BBB+(EXP)sf; Expected Rating  

Class F XS2053549726;  LT CCC(EXP)sf;  Expected Rating  

Class X XS2053550492;  LT B(EXP)sf;    Expected Rating  

Class Z XS2053550658;  LT NR(EXP)sf;   Expected Rating

TRANSACTION SUMMARY

Finsbury Square 2019-3 PLC is a securitisation of owner-occupied
(OO) and buy-to-let (BTL) mortgages originated by Kensington
Mortgage Company Ltd in the UK. The transaction features recent
originations of both OO and BTL loans originated up to September
2019 and the residual origination of the Finsbury Square 2016-2 PLC
transaction.

KEY RATING DRIVERS

Pre-funding Mechanism

The transaction's pre-funding mechanism means further loans may be
sold to the issuer, with proceeds from over-issuance of notes at
closing standing to the credit of pre-funding reserves. Fitch has
received loan-by-loan information on additional mortgage offers
that could form part of the collateral, once advanced by the
seller. However, Fitch assumed the additional pool was based on the
constraints outlined in the transaction documents.

Product Switches Permitted

Eligibility criteria govern the type and volume of product
switches, but these loans may earn a lower margin than the
reversionary interest rates under their original terms. Fitch has
assumed that the portfolio quality will migrate to the weakest
permissible under the product switch restrictions.

Help-to-Buy, Young Professional Products

Up to 12.5% of the prefunding pool may comprise loans in which the
UK government has lent a proportion (up to 40% inside London and
20% outside London) of the property purchase price in the form of
an equity loan. This allows borrowers to fund a 5% cash deposit and
mortgage the remaining balance. When determining these borrowers'
foreclosure frequency (FF) via debt-to-income (DTI) and sustainable
loan-to-value (sLTV), Fitch has taken the balances of the mortgage
loan and equity loan into account.

In addition, a product targeting young professionals, launched in
October 2018, could be included in the pre-funding pool (up to
5%).

Self-employed Borrowers

Kensington may lend to self-employed individuals with only one
year's income verification completed or the latest year's income if
profit for such borrowers is rising. Fitch believes this practice
is less conservative than that at other prime lenders. An increase
of 30% to the FF for self-employed borrowers with verified income
was applied instead of the 20% specified in criteria.

RATING SENSITIVITIES

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 30% increase in the
weighted-average (WA) FF, along with a 30% decrease in the WA
recovery rate, would imply a downgrade of the class A notes to
'A+sf' from 'AAAsf'.


HARLAND AND WOLF: InfraStrata Acquires Business for GBP6 Million
----------------------------------------------------------------
Graham Fahy and Paul Sandle at Reuters report that Harland and
Wolff, the Belfast shipyard that built the Titanic, has been sold
by owner Dolphin Drilling to infrastructure specialists InfraStrata
for GBP6 million (US$7.4 million), saving the facility from
closure.

InfraStrata said Harland and Wolff's multi-purpose fabrication
facility, quaysides and docking facilities were ideally suited for
the energy infrastructure industry and the company's projects,
Reuters relates.

According to Reuters, the company said all 79 workers who did not
opt for voluntary redundancy earlier in the year will be retained.

Opened in 1861, Harland and Wolff employed more than 30,000 people
in its World War Two heyday and remains a potent symbol of
Belfast's past as an industrial engine of the British Empire.

It has been in decline for over half a century, however, and
employed just 130 full-time workers, specializing in energy and
marine engineering projects, when it entered administration in
August, Reuters discloses.


MACKAY SHIELDS CLO-1: S&P Assigns Prelim. B- (sf) Rating on F Certs
-------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A to F European cash flow CLO notes issued by MacKay Shields Euro
CLO-1 DAC. At closing the issuer will issue unrated subordinated
notes.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will permanently switch to semiannual payment. Upon full
redemption of the class A notes and only following a frequency
switch event, any non-payment of the next senior most classes of
notes will lead to an event of default.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average 'B' rating. We consider that the portfolio on the
effective date will be well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR350 million target par
amount, the covenanted weighted-average spread (3.85%), the
covenanted weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rates for all rating levels. As the
portfolio is being ramped, we have relied on indicative spreads and
recovery rates of the portfolio.

"Under our structured finance ratings above the sovereign criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned preliminary rating levels.

"The Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, we anticipate that the
documented downgrade remedies will be in line with our current
counterparty criteria.

"At closing, we consider that the issuer will be bankruptcy remote,
in accordance with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes."

  Ratings List

  MacKay Shields Euro CLO-1 DAC

  Class        Prelim. rating Prelim. amount
                                 (mil. EUR)
  A             AAA (sf)            217.00
  B             AA (sf)             35.00
  C             A (sf)              21.00
  D             BBB (sf)            24.50
  E             BB (sf)             17.50
  F             B- (sf)              9.50
  Sub notes     NR                  34.30

  NR--Not rated.

METRO BANK: Fitch Lowers LT IDR to BB, On Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings downgraded Metro Bank's Long-Term IDR to 'BB' from
'BB+' and Viability Rating to 'bb' from 'bb+'. Fitch has placed the
VR on Rating Watch Negative and maintained the IDR on RWN.

The downgrades reflect Fitch's view that the bank's business model
and ability to execute on its strategy have been impaired by
setbacks to its plan to raise senior non preferred debt (SNP) in
public markets in September 2019 in order to prepare for upcoming
minimum requirements for own funds and eligible liabilities (MREL)
at the start of 2020. While the bank will likely persevere with
plans to raise SNP, Fitch expects higher than envisaged associated
costs to weigh on profitability, which is already under pressure.
Furthermore, Metro Bank's business model requires fast growth in
order to become profitable, and the funding setback it experienced
means that there is a heightened risk that the bank's growth plans
will need to be curtailed.

Fitch has revised down its assessment of the bank's company profile
to 'bb', funding and liquidity to 'bb' and management and strategy
to 'bb-'. Earnings and profitability are already a relative rating
weakness at 'bb-'. Capitalisation and leverage (bbb-) and asset
quality (bbb+) continue to support the rating and are unaffected.

The RWN on the bank's VR and IDR reflect the heightened uncertainty
around its funding profile and ability to meet MREL requirements,
as well as its business model in light of pressures on earnings and
strategy.

The RWN also reflects the heightened risk that Fitch would
downgrade the ratings if the UK leaves the EU without a deal, as
Fitch believes that a disruptive 'no-deal' Brexit would exacerbate
these risks. Fitch is likely to maintain the RWN on the bank's VR
and IDR until after the outcome of the Brexit negotiations is
known, which could extend beyond the typical six-month horizon.

KEY RATING DRIVERS

IDRS, VR and SENIOR DEBT

Metro Bank's Long-Term IDR is driven by and is at the same level as
its VR, and the long-term senior debt programme ratings are aligned
with the bank's IDR. The VR reflects the combination of a
relatively immature business model, which requires fast growth in
order to become profitable, relatively stable retail funding but
uncertain access to long-term wholesale debt, satisfactory
capitalisation and good asset quality.

Fitch's assessment of Metro Bank's company profile considers its
moderate franchise in a large and mature market. The bank's
business model shows limited diversification and also faces
challenges in becoming capital-generative through earnings. Its
ability to grow into its cost base will remain fundamental to its
strategy, given its relatively high costs.

Overall, Fitch considers that execution on Metro Bank's strategy
has been variable, and Fitch expects this to continue. Over recent
quarters, the bank has had to revise several strategic and
financial targets, including lowering its expected profitability,
delaying expectations for receiving approval to use the Advanced
Internal Ratings Based Approach (AIRB) to calculate risk-weighted
assets (RWA), pivoting its business mix away from more
capital-intensive businesses and targeting cost savings. Fitch sees
further adjustments as likely if the bank's profitability comes
under further pressure from a higher cost of funding, or due to the
weaker economic outlook. The recent unsuccessful effort to raise
MREL in public markets, as well as concerns about corporate
governance and the consequences of its RWA misclassification
incident mean that management's credibility is currently low, in
its view.

The bank's assets are performing well (Stage 3 loans ratio of 0.4%
of end-1H19), which is supportive of Metro Bank's VR. Loans are
mostly secured with conservative LTVs. Metro Bank's high
concentration in real estate-backed SME loans and professional
buy-to-let lending and the bank's purely domestic focus make it
more vulnerable to a deterioration of the operating environment in
the UK.

Earnings and profitability are weak and below industry average.
Fitch expects further pressure on the bank's profitability if it
needs to slow down loan growth, reduce RWA, or incur higher funding
costs if it manages to raise SNP in 2019 and 2020. Current
profitability plans also leave little room for absorbing
potentially higher loan impairment charges or regulatory costs.

Metro Bank's capitalisation is comfortable, with a common equity
Tier 1 capital ratio of 16.1% at end-1H19, following a capital
raise and based on pro forma RWAs after a loan portfolio sale in
July 2019. However, Metro Bank's typically fast growth is highly
capital-consumptive and the low retained earnings are unlikely to
be sufficient to finance its growth ambitions until AIRB is
granted. This renders its view of capital as only just in line with
the bank's risk appetite. Fitch expects the bank to maintain a CET1
ratio of more than 12% and a leverage ratio, calculated under
Capital Requirement Regulations, of greater than 4% in the medium
term, as targeted.

Metro Bank's funding is predominantly through deposits, but the
bank is required to meet its MREL requirement (21.5% of RWA by
January 2020 and 22.5% by 2022) by issuing eligible debt. Based on
end-1H19 RWA (pro-forma after the sale), Fitch estimates that at
least GBP250 million of loss-absorbing debt is required to meet the
requirement at the start of 2020, and additional amounts will be
needed to match the bank's RWA growth. Inability to raise this debt
in public markets in 3Q19, despite a generous coupon of 7.5%,
indicates significant confidence sensitivity.

Its assessment of funding and liquidity also considers that Metro
Bank has successfully grown retail and corporate deposits at an
impressive rate in the past. Its retail deposits have shown
stability but the corporate deposit base was susceptible to
outflows following negative news in 1H19. As a consequence, the
bank's loans-to-deposits ratio rose to over 100%, above the
relatively conservative long-term target of 85%-90%. Overall, Fitch
views available liquidity as adequate, particularly when
considering contingent access.

Metro Bank's Short-Term IDR of 'B' corresponds to the 'BB'
Long-Term IDR.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

Metro Bank's SR and SRF reflect Fitch's view that senior creditors
cannot rely on extraordinary support from the sovereign in the
event the institution becomes non-viable. In its opinion, the UK
has implemented legislation and regulations to provide a framework
that is likely to require senior creditors participating in losses
for resolving even large banking groups.

SUBORDINATED DEBT

Metro Bank's dated Tier 2 notes are rated one notch below Metro's
VR to reflect the below-average recovery prospects for the notes in
case of a non-viability event. Fitch does not notch the notes for
non-performance risk because the terms of the notes do not provide
for loss absorption on a "going concern" basis (e.g. coupon
omission or write-down/conversion).

RATING SENSITIVITIES

IDRS, VR and SENIOR DEBT

Metro Bank's ratings are sensitive to the bank's ability to meet
its strategic plans, including improving the profitability of its
business model, and successful access to wholesale debt markets to
meet its regulatory MREL requirements from January 2020.

The ratings could be downgraded further if deposit outflows pick up
again, which could happen on the back of continued lack of
confidence in the bank, or if liquidity reduces to such an extent
that Fitch no longer considers it to be able to absorb additional
liquidity stresses. Maintenance of satisfactory capital ratios and
healthy asset quality are also rating sensitivities.

Metro Bark's IDR, VR and debt ratings are also sensitive to the
outcome of Brexit negotiations. There is a heightened likelihood
that Fitch would downgrade the ratings in the event of a disruptive
'no-deal' Brexit, because Fitch sees Metro Bank's business model,
earnings, funding plans and ability to manage regulatory capital as
highly vulnerable to a sharp deterioration in the UK economy.

The ratings could also be downgraded if severe shortcomings in risk
controls or in corporate governance are uncovered.

It is possible that if the bank is downgraded further this could be
by more than one notch.

An upgrade is unlikely in the near term. Over the medium term,
Metro Bank's ratings could stabilise if its business model and
funding are demonstrated to be resilient. Positive rating pressure
could arise if the bank's ability to strengthen capital through
earnings retention improves. The success of its business model will
depend partly on continued growth in both assets and deposits to
absorb the very high cost base. Loan growth would also need to
happen without compromising its underwriting standards.

SR AND SRF

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support its banks. While not impossible, in Fitch's opinion this is
highly unlikely.

SUBORDINATED DEBT

The notes' rating is primarily sensitive to a change in the bank's
VR, from which it is notched. The notes' rating is also sensitive
to a change in notching should Fitch change its assessment of loss
severity or relative non-performance.


NEWGATE FUNDING 2007-2: S&P Raises Class Db Notes Rating to B(sf)
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on the class Bb, Cb,
and Db notes and affirmed its ratings on the class A2, A3, M, E,
and F notes issued by Newgate Funding PLC series 2007-2.

S&P said, "In this transaction, our ratings address timely receipt
of interest and ultimate repayment of principal for all classes of
notes.

"The rating actions follow the application of our revised criteria
and our full analysis of the most recent transaction information
that we have received, and they reflect the transaction's current
structural features.

"Upon revising our criteria for assessing pools of residential
loans, we placed our ratings on all of the transaction's classes of
notes under criteria observation. Following our review of the
transaction's performance and the application of these criteria,
our ratings on the notes are no longer under criteria observation.

"In our opinion, the performance of the loans in the collateral
pool has improved since our previous full review. Since then, total
delinquencies have decreased to 20.2% from 25.5%.

"The presence of capitalized arrears in the pool was mitigated in
our weighted-average foreclosure frequency (WAFF) calculations by
the greater proportion of loans in the pool receiving the maximum
seasoning credit as well as the lower percentage of loans in
arrears. Our weighted-average loss severity (WALS) assumptions have
decreased at all rating levels as a result of higher U.K. property
prices, which triggered a lower weighted-average current
loan-to-value ratio."

  WAFF And WALS Levels
  Rating level WAFF (%) WALS (%)
  AAA        41.16  37.17
  AA         35.16  30.43
  A              31.83  19.36
  BBB         27.66  13.43%
  BB            22.91  9.79
  B            21.71  7.18

Credit enhancement levels have increased for all rated classes of
notes since our previous full review.

  Credit Enhancement Levels
  Class CE (%) CE as of previous review (%)
  A2   30.0   29.6%
  A3   30.0    29.6%
  M    25.4    25.0
  Bb   14.9   14.4
  Cb   7.8    7.4
  Db   3.7    3.3
  E    2.8    2.3
  F    1.9    1.4
  CE--Credit enhancement.

The notes benefit from a liquidity facility and a reserve fund,
neither of which are amortizing as the respective cumulative loss
triggers have been breached.

S&P said, "Our operational, legal, and counterparty risk analysis
remains unchanged since our previous full review. The bank account
provider (Barclays Bank PLC; A/Stable/A-1) breached the 'A-1+'
downgrade trigger specified in the transaction documents, following
our lowering of its long- and short-term ratings in November 2011.
Because no remedial actions were taken following our November 2011
downgrade, our current counterparty criteria cap the maximum
potential rating on the notes in this transaction at our 'A'
long-term issuer credit rating (ICR) on Barclays Bank.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A2, A3, and M notes is
commensurate with higher ratings than those currently assigned.
However, given the ratings on all the notes are capped at the
long-term ICR on Barclays Bank, we have affirmed our 'A (sf)'
ratings on these classes of notes.

"Our analysis also indicates that the available credit enhancement
for the class Bb, Cb, and Db notes is commensurate with higher
ratings than those currently assigned. However, given the presence
in the pool of loans with capitalized arrears (16.3%) and the tail
risk in the transaction due to the low pool factor and the high
percentage of interest-only loans, we have limited the upgrade of
the ratings on the class Bb and CB notes to two notches, to 'BBB+
(sf)' from 'BBB- (sf)', and to 'BB- (sf)' from 'B (sf)'. For the
same reasons, and also because of their junior position in the
capital structure, we have raised our rating on the class Db notes
by one notch, to 'B (sf)' from 'B- (sf)'.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class E and F notes is commensurate with
the currently assigned ratings. We do not believe the issuer is
dependent upon favorable business, financial, and economic
conditions to meet its financial commitment on these classes of
notes. We have therefore affirmed our 'B- (sf)' ratings on these
classes of notes."

Newgate Funding 2007-2 is a U.K. RMBS transaction, which closed in
June 2007 and securitizes a pool of nonconforming loans secured on
first-ranking U.K. mortgages.

  Ratings List

  Newgate Funding PLC (Series 2007-2)
  
  Class   Rating to Rating from
  A2        A (sf)        A (sf)
  A3        A (sf)        A (sf)
  M         A (sf)        A (sf)
  Bb        BBB+ (sf)     BBB- (sf)
  Cb        BB- (sf)      B (sf)
  Db        B (sf)        B- (sf)
  E         B- (sf)       B- (sf)
  F         B- (sf)       B- (sf)


NEWGATE FUNDING 2007-3: S&P Affirms B+(sf) Rating on Class E Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on the class Ba, Bb,
and Cb notes and affirmed its ratings on the class A2b, A3, D, and
E notes issued by Newgate Funding PLC series 2007-3.

In this transaction, S&P's ratings address timely receipt of
interest and ultimate repayment of principal for all classes of
notes.

S&P said, "The rating actions follow the application of our revised
criteria and our full analysis of the most recent transaction
information that we have received, and they reflect the
transaction's current structural features.

"Upon revising our criteria for assessing pools of residential
loans, we placed our ratings on all of the transaction's classes of
notes under criteria observation. Following our review of the
transaction's performance and the application of these criteria,
our ratings on the notes are no longer under criteria observation.

"In our opinion, the performance of the loans in the collateral
pool has slightly deteriorated since our previous full review.
Since then, total delinquencies have increased to 14.8% from
13.6%.

"The presence of capitalized arrears in the pool triggered an
increase in our weighted-average foreclosure frequency (WAFF)
calculations. Our weighted-average loss severity (WALS) assumptions
have decreased at all rating levels as a result of higher U.K.
property prices, which triggered a lower weighted-average current
loan-to-value ratio."

  WAFF And WALS Levels
  Rating level WAFF (%)WALS (%)
  AAA         33.29  38.22
  AA          27.36  31.75
  A           24.07  20.86
  BBB        20.54  15.04
  BB         16.90  11.34
  B            15.98  8.49

Credit enhancement levels have increased for all rated classes of
notes since S&P's previous full review.

  Credit Enhancement Levels
  Class CE (%) CE as of previous review (%)
  A2b  54.8   53.9
  A3   28.0   27.1
  Ba   16.9   16.0
  Bb   16.9   16.0
  Cb   11.2   10.3
  D    8.9     8.0
  E    6.8    5.9
  CE--Credit enhancement.

The notes benefit from a liquidity facility and a reserve fund,
neither of which are amortizing as the respective cumulative loss
triggers have been breached.

S&P said, "Our operational, legal, and counterparty risk analysis
remains unchanged since our previous full review. The bank account
provider (Barclays Bank PLC; A/Stable/A-1) breached the 'A-1+'
downgrade trigger specified in the transaction documents, following
our lowering of its long- and short-term ratings in November 2011.
Because no remedial actions were taken following our November 2011
downgrade, our current counterparty criteria cap the maximum
potential rating on the notes in this transaction at our 'A'
long-term issuer credit rating (ICR) on Barclays Bank.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A2b, A3, Ba and Bb notes is
commensurate with higher ratings than those currently assigned.
However, given the ratings on all the notes are capped at the
long-term ICR on Barclays Bank, we have affirmed our 'A (sf)'
ratings on the class A2b and A3 notes, and raised to 'A (sf)' from
'A- (sf)' our ratings on the class Ba and Bb notes.

"Our analysis also indicates that the available credit enhancement
for the class Cb, D, and E notes is commensurate with higher
ratings than those currently assigned. However, given the presence
in the pool of loans with capitalized arrears (13.6%) and the tail
risk in the transaction due to the low pool factor and the high
percentage of interest-only loans, we have limited the upgrade of
the rating on the class Cb notes to one notch, to 'BBB+ (sf)' from
'BBB (sf)'. For the same reasons, and also given their junior
position in the capital structure, we have affirmed our ratings on
the class D and E notes."

Newgate Funding 2007-3 is a U.K. RMBS transaction, which closed in
December 2007 and securitizes a pool of nonconforming loans secured
on first-ranking U.K. mortgages.

  Ratings List

  Newgate Funding PLC (Series 2007-3)

  Class   Rating to Rating from
  A2b      A (sf)          A (sf)
  A3       A (sf)          A (sf)
  Ba       A (sf)          A- (sf)
  Bb       A (sf)          A- (sf)
  Cb       BBB+ (sf)       BBB (sf)
  D        BBB- (sf)       BBB- (sf)
  E        B+ (sf)         B+ (sf)


PATIENT CAPITAL: Seeks Lifeline Extension Following GBP232MM Loss
-----------------------------------------------------------------
Harriet Russell and Michael O'Dwyer at The Telegraph report that
Neil Woodford's troubled Patient Capital Trust is scrambling to
extend a lifeline from its lender after plunging to a GBP232
million loss.

According to The Telegraph, Patient Capital is locked in talks with
US bank Northern Trust over extending a loan agreement which it has
used to borrow GBP111.1 million for investing in stocks, and is
considering axing Mr. Woodford as manager.

The lending deal must be renewed in January, and if the money is
withdrawn, it could spark further chaos, The Telegraph notes.

Sources said board members are meeting with Northern Trust as a
priority to ensure the cash remains available, The Telegraph
relates.

It comes as the trust reels from a crisis engulfing its sister
investment scheme, Mr. Woodford's shuttered Equity Income Fund, The
Telegraph states.


TAURUS 2019-2: Fitch Assigns BB-sf Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings assigned Taurus 2019-2 DAC's notes final ratings.

Taurus 2019-2

           Current Rating          Prior Rating
Class A;  LT AAAsf New Rating;  previously at AAA(EXP)sf

Class B;  LT AA-sf New Rating;  previously at AA-(EXP)sf

Class C;  LT A-sf New Rating;   previously at A-(EXP)sf

Class D;  LT BBB-sf New Rating; previously at BBB-(EXP)sf

Class E;  LT BB-sf New Rating;  previously at BB-(EXP)sf

Class X;  LT NRsf New Rating;   previously at NR(EXP)sf

TRANSACTION SUMMARY

The transaction is the securitisation of 87.5% of a GBP418.1
million commercial mortgage loan advanced by Bank of America
Merrill Lynch International Designated Activity Company (BAMLI) to
Blackstone Real Estate Partners entities. It refinances a GBP622.7
million portfolio of UK industrial assets last financed by Taurus
2017-2 UK DAC.

KEY RATING DRIVERS

Asset Diversity Cushions Secondary Quality: The underlying 126
properties of the portfolio are geographically well-spread
throughout the UK and accommodate more than 1,000 tenants across a
range of sectors, with no single occupier accounting for more than
2% of gross rental income. The range of activities catered for and
the granularity of sites and tenants insulate the portfolio from
sector shocks that secondary-quality assets would be expected to
encounter in a downturn. Fitch finds limited risk of obsolescence,
with properties generally fit for purpose despite the vast majority
being more than 30 years old.

E-Commerce and Scarcity: Properties near dense population enjoy
higher barriers to entry, making similar stock prohibitively
expensive to deploy wherever pressure on sites is greatest. Rebuild
costs (including land values) for this portfolio are estimated by
Cushman and Wakefield at 1.4x current market value. While rents for
urban logistics have been on the rise, remaining headroom in
relation to rebuild costs should stabilise market valuations in
"last-mile" locations benefitting from continued transition towards
e-commerce and same-day delivery.

Loan Aligned With Assets: The portfolio is reasonably homogeneous,
limiting scope for adverse selection despite pro-rata payment.
Should the aggregate allocated loan amount (ALA) of disposed
properties as a percentage of the original loan balance exceed (i)
35%, the release premium (RP) rises to15% from 10%; and (ii) 65%,
note principal switches to sequential payment. These conditions
reduce the risk of the weaker properties in the portfolio driving
credit quality.

No Impact from Mezzanine: The mezzanine lender's senior loan
purchase option covers potential costs and expires upon mortgage
enforcement. No negative rating adjustments apply because of this
and given that the portfolio is structurally and contractually
subordinated.

KEY PROPERTY ASSUMPTIONS (all by market value)

'BBsf' weighted average (WA) cap rate: 7.25%

'BBsf' WA structural vacancy: 16.68%

'BBsf' WA rental value decline: 6.88%

'BBBsf' WA cap rate: 7.89%

'BBBsf' WA structural vacancy: 18.65%

'BBBsf' WA rental value decline: 10.6%

'Asf' WA cap rate: 8.59%

'Asf' WA structural vacancy: 20.61%

'Asf' WA rental value decline: 14.9%

'AAsf' WA cap rate: 9.35%

'AAsf' WA structural vacancy: 23.94%

'AAsf' WA rental value decline: 19.5%

'AAAsf' WA cap rate: 10.18%

'AAAsf' WA structural vacancy: 28.22%

'AAAsf' WA rental value decline: 24.11%

RATING SENSITIVITIES

The change in model output that would apply if the capitalisation
rate assumption for each property is increased by a relative amount
is as follows:

Current ratings: class A/B/C/D/E:
'AAAsf'/'AA-sf'/'A-sf'/'BBB-sf'/'BB-sf'

Increase capitalisation rates by 10%: class A/B/C/D/E:
'AA+sf'/'A+sf'/'BBB+sf'/'BBsf'/'BB-sf'

Increase capitalisation rates by 20%: class A/B/C/D/E:
'AAsf'/'A-sf'/'BBB-sf'/'B+sf'/'CCCsf'

The change in model output that would apply if the rental value
decline (RVD) and vacancy assumption for each property is increased
by a relative amount is as follows:

Increase RVD and vacancy by 10%: class A/B/C/D/E:
'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BB-sf'

Increase RVD and vacancy by 20%: class A/B/C/D/E:
'AA+sf'/'Asf'/'BBB+sf'/'BBsf'/'BB-sf'

The change in model output that would apply if the capitalisation
rate, RVD and vacancy assumptions for each property is increased by
a relative amount is as follows:

Increase in all factors by 10%: class A/B/C/D/E:
'AAsf'/'Asf'/'BBBsf'/'BB-sf'/'B+sf'

Increase in all factors by 20%: class A/B/C/D/E:
'AA-sf'/'BBB+sf'/'BB+sf'/'Bsf'/'CCCsf'

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte. The third-party due diligence described in
Form 15E focused on a comparison of certain characteristics with
respect to the 126 properties in the portfolio. Fitch considered
this information in its analysis and it did not have an effect on
Fitch's analysis or conclusions.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.


THOMAS COOK: 39 Flights to Bring Back 7,000 Customers to UK
-----------------------------------------------------------
Mekhla Raina at Reuters reports that Britain's Civil Aviation
Authority on Oct. 1 said 39 flights are scheduled to bring back a
further 7,000 people to the country after the Thomas Cook collapse,
as the operation enters its second week.

According to Reuters, so far 115,000 customers of a total of more
than 150,000 passengers have returned in the largest peacetime
repatriation "Operation Matterhorn", which was launched on Sept
23.

                    About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007
following the merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million
customers each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control
of the Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook
Airlines have been cancelled and are no longer operating.  All
Thomas Cook's retail shops have also closed.  Restructuring
specialist AlixPartners was appointed to manage the process,
subject to the approval of the court.

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


THOMAS COOK: Condor May Have New Owner, Teckentrup Says
-------------------------------------------------------
Thomas Seythal at Reuters reports that Thomas Cook's German airline
Condor will eventually have a new owner, which could be a strategic
or private equity investor, Condor's CEO Ralf Teckentrup was quoted
as saying by German weekly Die Zeit on Oct. 1.

As reported by the Troubled Company Reporter-Europe on Sept. 27,
2019, Reuters related that Germany's Condor, which is owned by
British travel operator Thomas Cook, said on Sept. 26 that a
Frankfurt court had begun investor protection proceedings that
should allow the airline to be restructured.  Germany said on Sept.
24, it would guarantee a EUR380 million (US$419 million) bridging
loan for Condor to enable it to continue flying and save jobs,
Reuters noted.

                      About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007
following the merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million customers
each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control
of the Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook
Airlines have been cancelled and are no longer operating.  All
Thomas Cook's retail shops have also closed.  Restructuring
specialist AlixPartners was appointed to manage the process,
subject to the approval of the court.

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


THOMAS COOK: FRC to Investigate Auditors Over Account Sign-Off
--------------------------------------------------------------
The Scotsman reports that Thomas Cook's auditors will be
investigated on their role in signing off the last set of accounts
for the travel firm prior to its collapse, the accounting regulator
has announced.

According to The Scotsman, Financial Reporting Council (FRC) said
it would look at whether EY acted properly in scrutinizing the
numbers last year and could censure the individual accountants or
the financial services giant itself.

It follows a similar inquiry launched by Parliament's Business,
Energy and Industrial Strategy (BEIS) select committee, which is
looking at the collapse and has demanded the appearance of
executives and auditors for a hearing, The Scotsman notes.

MPs on the committee are particularly keen to look at the bonuses
awarded to bosses and EY's role in auditing, The Scotsman states.

EY replaced PwC as auditors in 2017 and told Thomas Cook
accountants they should stop claiming regular costs on the balance
sheet as "one-off" items, The Scotsman recounts.

According to The Scotsman, if the FRC's investigation finds any
wrongdoing, it could lead to a severe reprimand and a fine for
those involved.

                     About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007
following the merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million
customers each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control
of the Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook Airlines have
been cancelled and are no longer operating.  All Thomas Cook's
retail shops have also closed.  Restructuring specialist
AlixPartners was appointed to manage the process, subject to the
approval of the court.

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


[*] UK: Four Energy Suppliers May Lose Licenses Over Unpaid Debt
----------------------------------------------------------------
Vinjeru Mkandawire at The Telegraph reports that the industry
watchdog has warned four energy suppliers could have their licenses
to operate revoked after failing to pay nearly GBP15 million to
fund green power projects.

According to The Telegraph, Delta Gas and Power, Gnergy, Robin Hood
Energy and Toto Energy have been ordered by regulator Ofgem to
cough up what they owe by the end of the month or face losing their
right to trade -- putting their futures at risk.

The warning follows a string of small supplier collapses, raising
fears over the state of the industry, The Telegraph relates.

More than a dozen energy companies have already failed this year
due to financial problems, The Telegraph notes.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


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